F-6EF 1 e604192_f6ef-imperialtobacco.txt As filed with the Securities and Exchange Commission on September 12, 2008 Registration No. 333 - ================================================================================ 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 -------------- IMPERIAL TOBACCO 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) --------------------------------------------------------- CITIBANK, N.A. (Exact name of depositary as specified in its charter) -------------- 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) -------------- 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) --------------------------------------------------------- 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 --------------------------------------------------------- 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 : |_| ---------------------------------------------------------
CALCULATION OF REGISTRATION FEE -------------------------------------- --------------------- -------------------- --------------------- --------------------- 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 -------------------------------------- --------------------- -------------------- --------------------- --------------------- 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 -------------------------------------- --------------------- -------------------- --------------------- ---------------------
* 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. -------------------------------------------------------------------------------- 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. ii 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 ----------------------- ---------------------------- 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
I-1
Location in Form of American Depositary Receipt ("Receipt") Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- (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. I-2 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. I-3 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. II-1 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. II-2 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 ---------------------------------------- Name: Brian M. Teitelbaum Title: Vice President II-3 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 ---------------------------------------- Name: Trevor Martin Williams Title: Authorised Signatory II-4 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 --------- ----- /s/ Iain Napier Chairman and Non-Executive Director -------------------------- Iain Napier /s/ Gareth Davis Chief Executive and Director -------------------------- (Principal Executive Officer) Gareth Davis /s/ Jean-Dominique Comolli Deputy Chairman and Non-Executive Director -------------------------- Jean-Dominique Comolli /s/ Robert Dyrbus Finance Director -------------------------- (Principal Financial Officer and Accounting Officer) Robert Dyrbus /s/ Graham Blashill Group Sales and Marketing Director -------------------------- Graham Blashill /s/ Alison Cooper Corporate Development Director -------------------------- Alison Cooper II-5 Signature Title --------- ----- /s/ Pierre Jungels Senior Independent Non-Executive Director ------------------------ Pierre Jungels /s/ Bruno Bich Non-Executive Director ------------------------ Bruno Bich /s/ Kenneth Burnett Non-Executive Director ------------------------ Kenneth Burnett /s/ Michael Herlihy Non-Executive Director ------------------------ Michael Herlihy /s/ Charles Knott Non-Executive Director ------------------------ Charles Knott /s/ Susan Murray Non-Executive Director ------------------------ Susan Murray /s/ Berge Setrakian Non-Executive Director ------------------------ Berge Setrakian /s/ Mark Williamson Non-Executive Director ------------------------ Mark Williamson /s/ Matthew Phillips Company Secretary ------------------------ Matthew Phillips /s/ Jonathan Cox Authorized Representative in the United States ------------------------ Jonathan Cox II-6 Index to Exhibits Sequentially Exhibit Document Numbered Page ------- -------- ------------- (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