F-6EF 1 a36437.txt SHIRE PHARMACEUTICALS GROUP PLC As filed with the U.S. Securities and Exchange Commission on November 6, 2003 Registration No. 333- ================================================================================ 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 ------------------- SHIRE PHARMACEUTICALS GROUP PLC (Exact name of issuer of deposited securities as specified in its charter) Not applicable (Translation of issuer's name into English) England and Wales (Jurisdiction of incorporation or organization of issuer) JPMORGAN CHASE BANK (Exact name of depositary as specified in its charter) 4 New York Plaza, New York, NY 10081 Telephone (212) 623-0636 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) -------------------- William Alfred Nuerge One Riverfront Place Newport, Kentucky, 41071 Tel: (859) 669 8000 (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, 44th Floor New York, New York 10022 (212) 319-7600 It is proposed that this filing become effective under Rule 466 [X] 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 Amount Proposed maximum Proposed maximum Amount of Securities to be registered to be registered aggregate price aggregate offering registration fee per unit (1) price (2) ------------------------------------------------------------------------------------------------------------------------------ American Depositary Shares evidenced by American 50,000,000 $5.00 $2,500,000 $203 Depositary Receipts, each American Depositary American Share representing three ordinary shares of Shire Depositary Pharmaceuticals Group plc Shares ==============================================================================================================================
(1) Each Unit represents 100 American Depositary Shares. (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. CROSS REFERENCE SHEET Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary Item Number and Caption Receipt Filed Herewith as Prospectus ------------------------------------------------------------------- --------------------------------------------------- (1) Name and address of Depositary Introductory paragraph (2) Title of American Depositary Receipts and identity of Face of American Depositary Receipt, top center deposited securities Terms of Deposit: (i) Amount of deposited securities represented by one Face of American Depositary Receipt, upper right unit of American Depositary Shares corner (ii) Procedure for voting, if any, the deposited Paragraph (12) securities (iii) Collection and distribution of dividends Paragraphs (4), (5), (7) and (10) (iv) Transmission of notices, reports and proxy Paragraphs (3), (8) and (12) soliciting material (v) Sale or exercise of rights Paragraphs (4), (5) and (10) (vi) Deposit or sale of securities resulting from Paragraphs (4), (5), (10) and (13) dividends, splits or plans of reorganization (vii) Amendment, extension or termination of the Paragraphs (16) and (17) Deposit Agreement (viii) Rights of holders of receipts to inspect the Paragraph (3) transfer books of the Depositary and the list of Holders of receipts (ix) Restrictions upon the right to deposit or Paragraphs (1), (2), (4), and (5) withdraw the underlying securities (x) Limitation upon the liability of the Depositary Paragraph (14) (3) Fees and Charges Paragraph (7)
Item 2. AVAILABLE INFORMATION
Location in Form of American Depositary Item Number and Caption Receipt Filed Herewith as Prospectus ------------------------------------------------------------------ ----------------------------------------------------- (b) Statement that Shire Pharmaceuticals Group plc is subject Paragraph (8) to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, Files certain reports with the Securities and Exchange Commission and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a)(1) Deposit Agreement. Deposit Agreement dated as of March 20, 1998 among Shire Pharmaceuticals Group plc, JPMorgan Chase Bank (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement") is filed herewith as Exhibit (a)(1). (a)(2) Form of ADR. The 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) Power of Attorney. Included as part of 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, 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 November 5, 2003. Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares By: JPMORGAN CHASE BANK, as Depositary By: /s/Joseph M. Leinhauser ---------------------------------- Name: Joseph M. Leinhauser Title: Vice President SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Shire Pharmaceuticals Group 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 to be signed on its behalf by the undersigned, thereunto duly authorized, on November 5, 2003. SHIRE PHARMACEUTICALS GROUP PLC By: /s/Matthew Emmens ------------------------------------ Name: Matthew Emmens Title: Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew Emmens and Angus Russell, and each of them acting individually, 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 has been signed by the following persons in the capacities indicated as of November 5, 2003.
Signature Title --------- ------ /s/Matthew Emmens Chief Executive -------------------------------- (Principal executive officer) Matthew Emmens /s/Dr. James Cavanaugh Chairman and Non-Executive Director -------------------------------- Dr. James Cavanaugh /s/Angus Russell Group Finance Director (Principal financial ------------------------------- officer and principal accounting officer) Angus Russell /s/Wilson Totten Group R&D Director ------------------------------- Wilson Totten -------------------------------- Non-Executive Director The Hon. James Andrew Grant -------------------------------- Non-Executive Director Ronald Nordmann /s/Dr. Barry Price Senior Non-Executive Director -------------------------------- Dr. Barry Price -------------------------------- Non-Executive Director Robin Buchanan /s/William Alfred Nuerge Authorized Representative in the United States -------------------------------- William Alfred Nuerge
INDEX TO EXHIBITS
Exhibit Sequentially Number Numbered Page -------- -------------- (a)(1) Deposit Agreement. (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) Rule 466 certification