F-6EF 1 v117713_f6ef.htm Unassociated Document
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
Smiths Group plc 
(Exact name of Issuer of deposited securities as specified in its charter)
England
(Jurisdiction of Incorporation or organization of Issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street, New York, New York 10005
Tel. No.: (212) 250-9100
(Address, including zip code, and telephone number of depositary's principal offices)
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number of agent for service)
Copy to:
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New York, New York 10005

It is proposed that this filing become effective under Rule 466
: 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
 
 
 
Title of Each Class of
Securities to be Registered
 
 
 
Amount
to be Registered
 
 
Proposed Maximum
Offering
Price Per Unit (1)
Proposed Maximum
Aggregate Offering
Price (2)
 
 
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two ordinary shares of Smiths Group plc
 
 
50,000,000
 
 
$0.05
 
 
$2,500,000
 
 
$98.25
(1)Each unit represents one American Depositary Share.
(2)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 such Receipts evidencing such American Depositary Shares. 



 
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PART I

INFORMATION REQUIRED IN PROSPECTUS

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
       
     
Location in Form of American Depositary
Item Number and Caption
 
Receipt Filed Herewith as Prospectus
       
(1)
Name and address of Depositary
 
Introductory paragraph
(2)
Title of American Depositary Receipts and identity of deposited securities
 
Face of American Depositary Receipt, top center
       
Terms of Deposit:
   
(i)
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face of American Depositary Receipt, upper right corner
(ii)
Procedure for voting, if any, the deposited securities
 
Articles (12) and (14)
(iii)
Collection and distribution of dividends
 
Article (13)
(iv)
Transmission of notices, reports and proxy soliciting material
 
Articles (11) and (12)
(v)
Sale or exercise of rights
 
Articles (13) and (14)
(vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Articles (13) and (16)
(vii)
Amendment, extension or termination of the Deposit Agreement
 
Articles (18) and (19)
(viii)
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
 
Article (3)
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Articles (1), (2), (4), (6), (15), (16) and (17)
(x)
Limitation upon the liability of the Depositary
 
Introductory paragraph and Articles (1), (2), (4), (7), (16) and (17)
(3)
Fees and Charges
 
Article (20)

Item 2. AVAILABLE INFORMATION
       
Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
(a)    Statement that the issuer of the deposited securities specified above currently furnishes the Securities and Exchange Commission (hereinafter referred to as the "Commission") with certain public reports and documents required by foreign law or otherwise pursuant to, or otherwise complies with the provisions of, Rule 12g3-2(b) under the Securities Exchange Act of 1934 
 
Article (11)
       
       


 
I-2

 

Prospectus

THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION

 
I-3

 



PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Copy of Agreement - The Agreement between Deutsche Bank Trust Company Americas, as depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained in the form of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement.

(b) Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None.

(c) Any 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 to the Depositary as to the legality of the securities to be registered.
 
(e) Certification under Rule 466.

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 the 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.

(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 a 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, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that all of 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 June 18, 2008.

 
Legal entity created by the agreement for the
 
issuance of American Depositary Receipts evidencing
 
American Depositary Shares for ordinary shares of
Smiths Group plc
     
 
By:
DEUTSCHE BANK TRUST COMPANY
 
 
AMERICAS, Depositary
     
     
 
By:
/s/James Kelly .
 
Name:
James Kelly
 
Title:
Vice President
     
     
 
By:
/s/Susan Hayashi .
 
Name:
Susan Hayashi
 
Title:
Director

 
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INDEX TO EXHIBITS


Exhibit
 
Number
 
(a)
Form of ADR
(d)
Opinion of counsel to the Depositary as to the legality of the securities to be registered.
(e)
Rule 466 Certification