Securities Registration (ads, Delayed) (f-6)
January 24 2018 - 11:31AM
Edgar (US Regulatory)
As filed with the U.S. Securities
and Exchange Commission on January 24, 2018
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
___________________
Balfour
Beatty 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)
4 New York Plaza, Floor 12, New York,
NY, 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
Balfour Beatty Infrastructure, Inc.
999 Peachtree Street NE
Atlanta, Georgia 30309-3953
Attention: The Company Secretary
(404) 875-0356
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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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
(1)
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Proposed maximum
aggregate offering price
(2)
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Amount of
registration fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two ordinary shares of Balfour Beatty plc
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50,000,000
American Depositary Shares
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$0.05
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$2,500,000
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$311.25
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(1)
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Each unit represents one American Depositary Share.
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(2)
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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
American Depositary Receipts evidencing American Depositary Shares.
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The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus
consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included
as Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a) 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
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment, extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item 2. AVAILABLE INFORMATION
Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(a)
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Statement that Balfour Beatty 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.balfourbeatty.com) or through an electronic information delivery system generally available to the public in its primary trading market.
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Paragraph (8)
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
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(a)
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Form of Deposit Agreement
. Form of Amended and Restated Deposit Agreement
dated as of , 2018 among Balfour Beatty plc, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders
from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt,
is filed herewith as Exhibit (a).
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(b)
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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
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Not Applicable.
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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
. Not Applicable.
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(d)
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Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary,
as to the legality of the securities being registered
. Filed herewith as Exhibit (d).
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(e)
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Certification under Rule 466.
Not applicable.
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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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Item 4. UNDERTAKINGS
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(a)
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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.
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(b)
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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.
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SIGNATURES
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 January 24, 2018.
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Legal entity created by the
form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Gregory
A. Levendis
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Name:
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Gregory
A. Levendis
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Title:
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Executive Director
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Balfour Beatty 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 January 24, 2018.
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Balfour Beatty plc
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By:
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/s/ Philip Harrison
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Name:
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Philip Harrison
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Title:
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Chief Financial Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Leo Quinn and Philip Harrison, and each of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any
and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Under the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons on January 24, 2018, in the capacities indicated.
SIGNATURES
Signature
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Title
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/s/ Leo Quinn
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Chief Executive Officer and Director
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Leo Quinn
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(principal executive officer)
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/s/ Philip Harrison
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Chief Financial Officer and Director
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Philip Harrison
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(principal financial and accounting officer)
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/s/ Philip Aiken AM
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Non-executive Chairman
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Philip Aiken AM
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/s/ Barbara Moorhouse
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Non-executive Director
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Barbara Moorhouse
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/s/ Dr. Stephen Billingham
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Non-executive Director
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Dr. Stephen Billingham
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/s/ Stuart Doughty CMG
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Non-executive Director
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Stuart Doughty CMG
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/s/ Iain Ferguson CBE
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Senior Independent Director
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Iain Ferguson CBE
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/s/ Michael Lucki
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Non-executive Director
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Michael Lucki
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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 Balfour Beatty plc, has signed this Registration Statement in Newark, Delaware, on January
24, 2018.
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Authorized U.S. Representative
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing
Director
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INDEX TO EXHIBITS
Exhibit
Number
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(a)
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Form of Deposit Agreement.
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(d)
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Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
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