Securities Registration (ads, Immediate) (f-6ef)
February 15 2018 - 4:03PM
Edgar (US Regulatory)
As filed with the U.S. Securities
and Exchange Commission on February 15, 2018
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
___________________
RECKITT
BENCKISER GROUP 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,
New York 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
Reckitt Benckiser LLC
399 Interpace Parkway
P O Box 225
Parsippany
New Jersey 07054-0225
Telephone: (973) 404-2600
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
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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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immediately upon filing
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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.
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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
(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
one-fifth of one ordinary share of Reckitt Benckiser Group plc
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100,000,000
American Depositary Shares
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$0.05
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$5,000,000
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$622.50
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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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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
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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
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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
Reckitt Benckiser Group 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.rb.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)(1)
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Form of Deposit Agreement
. Form of Deposit Agreement dated as of ,
2012 among Reckitt Benckiser Group plc, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders
from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as Exhibit (a) to Registration
Statement No. 333-185133 and incorporated herein by reference.
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(a)(2)
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Form of American Depositary Receipt
. Filed herewith as Exhibit (a)(2).
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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.
Filed herewith as Exhibit (e).
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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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SIGNATURE
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 February 14, 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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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: Gregory A. Levendis
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Title: Executive Director
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Reckitt Benckiser 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 in England, thereunto duly authorized, on February 14, 2018.
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RECKITT BENCKISER GROUP PLC
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By:
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/s/ Adrian Hennah
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Name: Adrian Hennah
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Title: Director and Chief Financial Officer
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KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adrian Hennah and Rupert Bondy,
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
February 14, 2018, in the capacities indicated.
SIGNATURES
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Signature
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Title
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/s/ Rakesh Kapoor
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Director and Chief Executive Officer
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Rakesh Kapoor
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/s/ Adrian Bellamy
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Non-Executive Chairman of the Board of Directors
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Adrian Bellamy
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/s/ Adrian Hennah
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Chief Financial Officer and Director
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Adrian Hennah
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/s/ Dr. Pamela Kirby
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Non-Executive Director
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/s/ Nicandro Durante
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Non-Executive Directors
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Nicandro Durante
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/s/ Mary Harris
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Non-Executive Directors
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Mary Harris
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/s/ Kenneth Hydon
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Non-Executive Director
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Kenneth Hydon
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/s/ André Lacroix
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Non-Executive Director
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André Lacroix
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/s/ Christopher Sinclair
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Non-Executive Director
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Christopher Sinclair
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/s/ Judith Sprieser
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Non-Executive Director
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Judith Sprieser
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/s/ Warren Tucker
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Non-Executive Director
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Warren Tucker
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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 Reckitt Benckiser
Group plc has signed this Registration Statement on Form F-6 in New Jersey, on February 15, 2018.
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Authorized U.S. Representative
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By:
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/s/ Kelly M. Slavitt
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Name: Kelly M. Slavitt
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INDEX TO EXHIBITS
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Exhibit
Number
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(a)(2)
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Form of American Depositary Receipt
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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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(e)
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Rule 466 Certification
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