F-6EF 1 e620254_f6ef-tesco.htm

 

As filed with the U.S. Securities and Exchange Commission on February 4, 2021

 

Registration No. 333-

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

 

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

 

Tesco PLC

(Exact name of issuer of deposited securities as specified in its charter)

 

n/a

(Translation of issuer's name into English)

 

England and Wales

(Jurisdiction of incorporation or organization of issuer)

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11, New York, New York 10179

Telephone (800) 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

____________________

 

Depositary Management Corporation

570 Lexington Avenue, Suite 2405

New York, New York 10022

(212) 319-4800

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

 

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP

570 Lexington Avenue, Suite 2405

New York, New York 10022

(212) 319-7600 

 

It is proposed that this filing become effective under Rule 466 

  immediately upon filing  
  on (Date) at (Time)  

 

If a separate registration statement has been filed to register the deposited shares, check the following box. ☐

 

CALCULATION OF REGISTRATION FEE

Title of each class of

Securities to be registered

 

Amount

to be registered

 

Proposed maximum aggregate price per unit (1)

Proposed maximum

aggregate offering price (2)

Amount of

registration fee

 

American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing three ordinary shares of Tesco PLC

150,000,000

American Depositary Shares

$0.05 $7,500,000 $818.25
(1)Each unit represents one American Depositary Share.

(2)Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

  

 

PART I 

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") filed as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CROSS REFERENCE SHEET

   

Item Number and Caption

 

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

         
(1) Name and address of Depositary   Introductory paragraph and bottom of face of American Depositary Receipt
       
(2) Title of American Depositary Receipts and identity of deposited securities   Face of American Depositary Receipt, top center
       
  Terms of Deposit:    
       
  (i) Amount of deposited securities represented by one unit of American Depositary Shares   Face of American Depositary Receipt, upper right corner
         
  (ii) Procedure for voting, if any, the deposited securities   Paragraph (12)
         
  (iii) Collection and distribution of dividends   Paragraphs (4), (5), (7) and (10)
         
  (iv) Transmission of notices, reports and proxy soliciting material   Paragraphs (3), (8) and (12)
         
  (v) Sale or exercise of rights   Paragraphs (4), (5) and (10)
         
  (vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization   Paragraphs (4), (5), (10) and (13)
         
  (vii) Amendment, extension or termination of the Deposit Agreement   Paragraphs (16) and (17)
         
  (viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs   Paragraph (3)
         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Paragraphs (1), (2), (4), and (5)
         
  (x) Limitation upon the liability of the Depositary   Paragraph (14)
         
(3) Fees and Charges   Paragraph (7)

 

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption

 

Location in Form of American Depositary  

Receipt Filed Herewith as Prospectus

         
(a) Statement that Tesco PLC publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.tescoplc.com) or through an electronic information delivery system generally available to the public in its primary trading market.

  Paragraph (8)

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)Form of Deposit Agreement. Form of Form of Further Amended and Restated Deposit Agreement dated as of                  , 2019 among Tesco PLC, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as Exhibit (a) to Registration Statement No. 333-229006 and incorporated herein by reference.

 

(a)(2)Form of American Depositary Receipt. Form of American Depositary Receipt is filed herewith as Exhibit (a)(2).

 

(b)Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.

 

(c)Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

 

(d)Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 

(e)Certification under Rule 466. Filed herewith as Exhibit (e).

 

(f)Powers of Attorney for certain officers and directors and the authorized representative of the Company. Set forth on the signature pages hereto.

 

Item 4. UNDERTAKINGS

 

(a)The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

  

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on February 4, 2021.

   

 

Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares  

     
  By: JPMORGAN CHASE BANK, N.A., as Depositary
     
  By: /s/ Timothy E. Green
  Name:   Timothy E. Green
  Title: Vice President

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Tesco PLC certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on February 4, 2021.

   

  TESCO PLC
     
  By: /s/ Ken Murphy
  Name:   Ken Murphy
  Title: Group Chief Executive Officer

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ken Murphy and Alan Stewart, jointly and severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated as of February 4, 2021.

 

Signatures   Title
     
/s/ John Allan   Non-Executive Chairman of the Board  
John Allan    
     
/s/ Ken Murphy   Group Chief Executive Officer and Director
Ken Murphy  
     
/s/ Alan Stewart   Chief Financial Officer and Director
Alan Stewart    
     
/s/ Deanna Oppenheimer   Senior Independent Director  
Deanna Oppenheimer    
     
/s/ Mark Armour                      Independent Non-executive Director
Mark Armour    

 

 

 

     
/s/ Steve Golsby   Independent Non-executive Director
Steve Golsby    
     
/s/ Byron Grote   Independent Non-executive Director
Byron Grote    
     
/s/ Mikael Olsson   Independent Non-executive Director
Mikael Olsson    
     
/s/ Simon Patterson                      Independent Non-executive Director
Simon Patterson    
     
/s/ Alison Platt   Independent Non-executive Director
Alison Platt    
     
/s/ Lindsey Pownall                      Independent Non-executive Director
Lindsey Pownall    
     
/s/ Stewart Gilliland   Independent Non-executive Director
Stewart Gilliland    
     
/s/ Melissa Bethell   Independent Non-executive Director
Melissa Bethell    

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Tesco PLC, has signed this Registration Statement on Form F-6 on February 4, 2021.

 

   

 

Depositary Management Corporation, as
Authorized U.S. Representative 

     
  By: /s/ George Boychuk
  Name:   George Boychuk
  Title:

Managing Director 

 

 

  

INDEX TO EXHIBITS

 

Exhibit Number    
     
(a)(2) Form of American Depositary Receipt.  
     
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.  
     
(e) Certification under Rule 466.