As filed with the Securities and Exchange Commission on September 12, 2008
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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IMPERIAL TOBACCO GROUP PLC
(Exact name of issuer of deposited securities as specified in its charter)
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[N/A]
(Translation of issuer's name into English)
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ENGLAND AND WALES
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Commonwealth Brands Corporate Office
900 Church Street
Bowling Green, KY 42101
Attention: Jonathan Cox
(270) 781-9100
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Bart Capeci, Esq. Herman H. Raspe, Esq.
Allen & Overy LLP Patterson Belknap Webb & Tyler LLP
One Bishops Square 1133 Avenue of the Americas
London E1 6AD New York, New York 10036
England
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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 : |_|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each 100,000,000 $5.00 $5,000,000.00 $196.50
representing two (2) Ordinary
Shares of Imperial Tobacco Group PLC
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* Each unit represents 100 American Depositary Shares.
** 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 Shares.
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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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Reverse of Receipt - Paragraphs (13) and (16).
soliciting material
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3).
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (6), (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Reverse of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4); Reverse
the underlying securities of Receipt - Paragraphs (6), (7), (9) and (10).
(x) Limitation upon the liability of the Depositary Reverse of Receipt - Paragraphs (7), (19) and (20).
3. Fees and charges which may be imposed directly or Reverse of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph (13).
The Company has been subject to the periodic reporting requirements of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and has filed certain reports with, and submitted certain information to, the
United States Securities and Exchange Commission (the "Commission"), which
reports can be retrieved from the Commission's internet website at 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. The Company has
filed a Form 15F ("Form 15F") with the Commission, which has suspended the
Company's duty under the Exchange Act to file or submit the reports required
under Sections 13(a) or 15(d) of the Exchange Act. Upon the effectiveness of
Form 15F, the Company's duty to file or submit reports under Sections 13(a) or
15(d) of the Exchange Act will terminate and the Company will, pursuant to Rule
12g3-2(e)(1), receive the exemption from the reporting obligations of the
Exchange Act provided by Rule 12g3-2(b). In order to satisfy the conditions of
Rule 12g3-2(b) the Company intends to publish the information contemplated in
Rule 12g3-2(b)(1)(iii) under the Exchange Act on its internet website or through
an electronic information delivery system generally available to the public in
the Company's primary trading market. The Company has specified in Form 15F the
internet website or the electronic information delivery system on which it
intends to publish such information. The information so published by the Company
cannot be retrieved from the Commission's internet website, and cannot be
inspected or copied at the public reference facilities maintained by the
Commission. If the Form 15F is not declared effective, the Company will again be
subject to the periodic reporting requirements of the Exchange Act and will be
required to file with the Commission, and submit to the Commission, certain
reports that can be retrieved from the Commission's internet website at
www.sec.gov, and can be inspected and copied at the public reference facilities
maintained by the Commission.
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PROSPECTUS
The Prospectus consists of the proposed form of American
Depositary Receipt included as Exhibit A to the Form of
Amendment No. 1 to Amended and Restated Deposit Agreement
filed as Exhibit (a)(i) to this Registration Statement on
Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Amendment No. 1 to Amended and Restated Deposit Agreement, dated
as of September 12, 2008, by and among Imperial Tobacco Group PLC,
(the "Company"), Citibank, N.A., as depositary (the "Depositary"),
and all Holders and Beneficial Owners from time to time of
American Depositary Shares issued and outstanding thereunder
(including the form of American Depositary Receipt attached
thereto as an exhibit). -- Filed herewith as Exhibit (a)(i).
(a)(ii) Amended and Restated Deposit Agreement, dated as of November 2,
1998, by and among the Company, the Depositary, and all Holders
and Beneficial Owners of American Depositary Shares evidenced by
American Depositary Receipts issued thereunder. -- Filed herewith
as Exhibit (a)(ii).
(b)(i) Letter Agreement for Restricted ADSs/May 2008 Rights Offering,
dated as of May 20, 2008, by and between the Company and the
Depositary. -- Filed herewith as Exhibit (b)(i).
(b)(ii) Letter Agreement for Direct Registration System for ADSs, dated
September 21, 2007, by and between the Company and the Depositary.
-- Filed herewith as Exhibit (b)(ii).
(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. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- File 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.
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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 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.
(b) 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, dated as of November 2, 1998, by and
among Imperial Tobacco Group PLC, Citibank, N.A., as depositary, and all Holders
and Beneficial Owners from time to time of American Depositary Shares evidenced
by American Depositary Receipts to be issued thereunder, as proposed to be
amended by Amendment No. 1 to Amended and Restated 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 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 12th day of September 2008.
Legal entity created by the Amended and
Restated Deposit Agreement, as proposed to
be amended by Amendment No. 1 to Amended and
Restated Deposit Agreement, under which the
American Depositary Shares registered
hereunder are to be issued, each American
Depositary Share representing two (2)
Ordinary Shares of Imperial Tobacco Group
PLC.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Brian M. Teitelbaum
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Name: Brian M. Teitelbaum
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Imperial Tobacco 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 on Form F-6 to be signed on its behalf by the
undersigned thereunto duly authorized, in Bristol, England, on September 12,
2008.
Imperial Tobacco Group PLC
By: /s/ Trevor Martin Williams
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Name: Trevor Martin Williams
Title: Authorised Signatory
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Robert Dyrbus, Alison Jane
Cooper, Matthew Robert Phillips and Trevor Martin Williams, individually, 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 September 10, 2008.
Signature Title
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/s/ Iain Napier Chairman and Non-Executive Director
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Iain Napier
/s/ Gareth Davis Chief Executive and Director
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Gareth Davis
/s/ Jean-Dominique Comolli Deputy Chairman and Non-Executive Director
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Jean-Dominique Comolli
/s/ Robert Dyrbus Finance Director
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Robert Dyrbus
/s/ Graham Blashill Group Sales and Marketing Director
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Graham Blashill
/s/ Alison Cooper Corporate Development Director
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Alison Cooper
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Signature Title
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/s/ Pierre Jungels Senior Independent Non-Executive Director
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Pierre Jungels
/s/ Bruno Bich Non-Executive Director
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Bruno Bich
/s/ Kenneth Burnett Non-Executive Director
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Kenneth Burnett
/s/ Michael Herlihy Non-Executive Director
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Michael Herlihy
/s/ Charles Knott Non-Executive Director
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Charles Knott
/s/ Susan Murray Non-Executive Director
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Susan Murray
/s/ Berge Setrakian Non-Executive Director
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Berge Setrakian
/s/ Mark Williamson Non-Executive Director
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Mark Williamson
/s/ Matthew Phillips Company Secretary
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Matthew Phillips
/s/ Jonathan Cox Authorized Representative in the United States
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Jonathan Cox
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Amendment No. 1 to Amended and Restated
Deposit Agreement, dated as of September 12, 2008
(a)(ii) Amended and Restated Deposit Agreement,
dated as of November 2, 1998
(b)(i) Letter Agreement for Restricted ADSs/May
2008 Rights Offering
(b)(ii) Letter Agreement for Direct Registration
System for ADSs
(d) Opinion of counsel to the Depositary
(e) Certificate under Rule 466