Securities Registration (ads, Immediate) (f-6ef)
November 29 2018 - 3:07PM
Edgar (US Regulatory)
Registration No. 333-
As filed with the Securities and Exchange Commission on
November 29, 2018
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN
DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
AMARIN
CORPORATION PLC
(Exact name of issuer of deposited securities
as specified in its charter)
Not Applicable
(Translation of issuer’s name into
English)
England
(Jurisdiction of incorporation or organization
of issuer
)
CITIBANK, N.A.
(Exact name of depositary as specified in
its charter
)
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone
number, including area code, of depositary’s principal executive offices)
John F. Thero
President and Chief Executive Officer
Amarin Corporation plc
c/o Amarin Pharma, Inc.
1430 Route 206
Bedminster, New Jersey 07921, USA
(908) 719 - 1315
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Michael H. Bison, Esq.
Goodwin Procter LLP
100 Northern Ave.
Boston, Massachusetts 02210
(617) 570 - 1933
|
Herman H. Raspé, Esq.
Patterson Belknap Webb &
Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2301
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It is proposed that this filing become effective under Rule
466:
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☒
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immediately upon filing.
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☐
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on (Date) at (Time).
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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
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares (
ADS(s)
), each ADS representing the right to receive one (1) Ordinary Share of Amarin Corporation plc (the “Company”)
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200,000,000 ADSs
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$5.00
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$10,000,000.00
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$1,212.00
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*
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Each unit represents 100 ADSs.
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**
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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 ADSs.
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This Registration Statement may be executed
in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute
one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
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Item 1.
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DESCRIPTION
OF SECURITIES TO BE REGISTERED
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“
Receipt
”)
Filed Herewith as Prospectus
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1.
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Name of Depositary and address of its principal executive office
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Face of Receipt
- Introductory Article.
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt
- Top Center.
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share (“ADSs”)
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Face of Receipt
- Upper right corner.
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(ii)
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The procedure for voting, if any, the deposited securities
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Reverse of Receipt
- Paragraphs (16) and (17).
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(iii)
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The collection and distribution of dividends
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Reverse of Receipt
- Paragraph (13).
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Face of Receipt
- Paragraph (13);
Reverse of Receipt
- Paragraphs (16).
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(v)
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The sale or exercise of rights
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Reverse of Receipt
– Paragraphs (14) and
(16).
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt
– Paragraphs (3) and (6);
Reverse of Receipt
- Paragraphs (14) and (18).
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(vii)
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Amendment, extension or termination of the deposit agreement
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Reverse of Receipt
- Paragraphs (22) and (23)
(no provision for extensions).
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(viii)
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Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt
- Paragraph (13).
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“
Receipt
”)
Filed Herewith as Prospectus
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt
– Paragraphs (2), (3),
(4), (6), (7), (9) and (10).
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(x)
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Limitation upon the liability of the Depositary
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Face of Receipt
- Paragraph (7);
Reverse of Receipt
- Paragraphs (19) and (20).
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3.
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Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Face of Receipt
- Paragraph (10).
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Item 2.
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AVAILABLE
INFORMATION
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Face of Receipt
- Paragraph (13).
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The Company is subject to the periodic
reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports
with, and submits certain reports to, the United States Securities and Exchange Commission (the “
Commission
”).
These reports can be retrieved from the Commission’s internet website (
www.sec.gov
), and can be inspected and copied
at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
PROSPECTUS
The Prospectus consists of the American Depositary Receipt
included as Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form
F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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(a)
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Amended and Restated Deposit Agreement, dated as of November 4, 2011, by and among Amarin Corporation plc (the “
Company
”),
Citibank, N.A., as depositary (the “
Depositary
”), and all Holders and Beneficial Owners of American Depositary
Shares issued thereunder (“
Deposit Agreement
”). — Filed herewith as Exhibit (a).
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(b)
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(i) Supplemental Restricted ADS Letter Agreement, dated June 26, 2018, by and between the Company and the Depositary. —
Filed herewith as Exhibit (b)(i).
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(ii) ADS Letter Agreement, dated January 25, 2017,
by and between the Company and the Depositary. — Filed herewith as Exhibit (b)(ii).
(iii) Exchangeable Note Letter Agreement, dated January
25, 2017, by and between the Company and the Depositary. —
Filed herewith as Exhibit (b)(iii).
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(c)
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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. — None.
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(d)
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Opinion of counsel for the Depositary as to the legality of
the securities to be registered. — Filed herewith as Exhibit (d).
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(e)
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Certificate under Rule 466. — Filed herewith as Exhibit (e).
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(f)
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Powers of Attorney for certain officers and directors and the
authorized representative of the Company. — Set forth on the signature pages hereto.
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(a)
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The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection
by holders of ADSs, 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.
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(b)
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If the amount of fees charged is 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 ADS thirty
(30) days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Amended and Restated Deposit
Agreement, by and among Amarin Corporation plc, Citibank, N.A., as Depositary, and all Holders and Beneficial Owners from time
to time of American Depositary Shares issued thereunder, as amended and supplemented from time to time, 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, in the City of New York, State of New York,
on the 28
th
day of November, 2018.
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Legal entity created by the Amended and Restated Deposit
Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing
the right to receive one (1) Ordinary Share of Amarin Corporation plc.
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CITIBANK, N.A.,
solely in its capacity as Depositary
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By:
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/s/ Leslie Deluca
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Name: Leslie Deluca
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Title: Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, Amarin Corporation 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 in the city of Bedminster, New Jersey, on November 28, 2018.
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AMARIN CORPORATION PLC
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By:
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/s/ John Thero
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Name: John F. Thero
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Title: President and Chief Executive Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
,
that each person whose signature appears below constitutes and appoints John F. Thero and Joseph T. Kennedy, and each of them singly
(with full power to each of them to act alone), to act as his/her true and lawful attorney-in-fact and agent, with full power of
substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments,
including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact
and agent 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 s/he might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 following capacities
on November 28, 2018.
Signature
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Title
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/s/ John Thero
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President, Chief Executive Officer and Director
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John F. Thero
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(Principal Executive Officer)
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/s/ Michael Kalb
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Senior Vice President and Chief Financial Officer
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Michael Kalb
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(Principal Financial and Accounting Officer)
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/s/ Lars G. Ekman
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Chairman of the Board
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Lars G. Ekman, M.D., Ph.D.
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/s/ Joseph S. Zakrzewski
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Non-Executive Director
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Joseph S. Zakrzewski
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/s/ Jan van Heek
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Non-Executive Director
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Jan van Heek
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/s/ Patrick J. O’Sullivan
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Non-Executive Director
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Patrick J. O’Sullivan
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Signature
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Title
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/s/ Kristine Peterson
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Non-Executive Director
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Kristine Peterson
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/s/ David Stack
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Non-Executive Director
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David Stack
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/s/ John Thero
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Authorized Representative in the U.S.
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John F. Thero
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Index to Exhibits
Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Amended and Restated Deposit Agreement
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(b)(i)
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Supplemental Restricted ADS Letter Agreement
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(b)(ii)
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ADS Letter Agreement
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(b)(iii)
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Exchangeable Note Letter Agreement
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(d)
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Opinion of counsel to the Depositary
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(e)
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Certificate under Rule 466
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