Securities Registration (ads, Delayed) (f-6)
April 15 2020 - 4:47PM
Edgar (US Regulatory)
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As filed
with the Securities and Exchange Commission on April 15, 2020
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Registration
No. 333 -
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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
____________
ANGLE plc
(Exact name of issuer of deposited securities
as specified in its charter)
____________
N/A
(Translation of issuer’s name into
English)
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England and Wales
(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)
____________
CT Corporation System
28 Liberty Street
New York, NY 10005
(212) 894-8940
(Address, including zip code, and telephone
number, including area code, of agent for service)
______________________________
Copies to:
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Thomas B. Shropshire, Jr.
Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom
011-44-20-7456-2000
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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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______________________________
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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
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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 ten (10) ordinary shares of ANGLE plc (the
“Company”)
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100,000,000 ADSs
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$5.00
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$5,000,000
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$649.00
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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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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 this Registration
Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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 (17) and (18).
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(iii)
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The collection and distribution of dividends
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Reverse of Receipt - Paragraph (15).
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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 (14);
Reverse of Receipt - Paragraph (18).
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Paragraphs (15) and
(17).
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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 (15) and (17).
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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 (23) and (24) (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 (14).
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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 (8);
Reverse of Receipt - Paragraphs (20) and (21).
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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 (11).
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Item 2. AVAILABLE INFORMATION
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Face of Receipt - Paragraph (14).
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The Company publishes
the information contemplated in Rule 12g3-2(b)(2)(i) under the United States Securities Exchange Act of 1934, as amended (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. As of the date hereof the Company’s internet website is https://angleplc.com. The
information so published by the Company may not be in English, except that the Company is required, in order to maintain its exemption
from the Exchange Act reporting obligations pursuant to Rule 12g3-2(b), to translate such information into English to the extent
contemplated in Rule 12g3-2(b). The information so published by the Company cannot be retrieved from the internet website of United
States Securities and Exchange Commission (the “Commission”), and cannot be inspected or copied at the public reference
facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington, D.C.
20549.
PROSPECTUS
The Prospectus consists of the proposed
form of American Depositary Receipt included as Exhibit A to the Form of 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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Form of Amended and Restated Deposit Agreement, by and among ANGLE 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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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. ___ None.
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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. ___ None.
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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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(b)
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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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(c)
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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 to be created by the Amended
and Restated Deposit Agreement, by and among ANGLE plc, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from
time to time of American Depositary Shares to be issued thereunder, 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 15th day of April 2020.
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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 ten (10) ordinary shares of ANGLE plc.
CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Leslie A. DeLuca
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Name: Leslie A. DeLuca
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Title: Vice President
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, ANGLE 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 Guildford, England, on April 15, 2020.
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ANGLE plc
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By:
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/s/ Ian F. Griffiths
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Name: Ian F. Griffiths
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Title: Finance Director
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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 Andrew D. W. Newland and
Ian F. Griffiths 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 April 15, 2020.
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Signature
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Title
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/s/ Andrew D. W. Newland
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Chief Executive and Director
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Andrew D. W. Newland
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(Principal Executive Officer)
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/s/ Ian F. Griffiths
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Finance Director and Director
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Ian F. Griffiths
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(Principal Financial and Accounting Officer)
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/s/ Garth R. Selvey
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Chairman and Director
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Garth R. Selvey
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/s/ Brian Howlett
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Director
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Brian Howlett
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/s/ Dr. Jan Groen
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Director
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Dr. Jan Groen
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/s/ Donald J. Puglisi
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Authorized Representative in the U.S.
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Donald J. Puglisi
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Index to Exhibits
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Form of Amended and Restated Deposit Agreement
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(d)
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Opinion of counsel to the Depositary
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