F-6EF 1 a21-30_f6ef.htm REGISTRATION OF AMERICAN DEPOSITAR RECEIPT SHARES
As filed with the Securities and Exchange Commission on July 19, 2021
Registration No. 333-
   


UNITED STATES
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
______________
ASTRAZENECA PLC
(Exact name of issuer of deposited securities as specified in its charter)
____________
Not Applicable
(Translation of issuer’s name into English)
____________
England and Wales
(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
(212) 250-9100
(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
Tel: +1-212-894-8940
(Address, including zip code, and telephone number, including area code, of agent for service)
______________________________
Copies to:
Ethan A. Klinsgberg
Sebastian L. Fain
Freshfields Bruckhaus Deringer US LLP
601 Lexington Avenue, 31st Floor
New York, New York 10022
1-212-277-4001
Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1400
______________________________
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 aggregate price per unit (1)
Proposed
maximum aggregate offering price (2)
Amount of registration fee
American Depositary Shares,
each representing 0.5 ordinary
shares of AstraZeneca PLC
500,000,000 American Depositary Shares
$0.05
$25,000,000
$2,727.50

1
For the purpose of this table only the term “unit” is defined as 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 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.


PART I


INFORMATION REQUIRED IN PROSPECTUS
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement and filed as Exhibit (a) to the registration statement on Form F-6 (File No. 333-236014) previously filed by the registrant and is incorporated herein by reference.
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED

Required Information
  
Location in Form of Receipt Filed Herewith as Prospectus
         
1.
Name of depositary and address of its principal executive office
  
Face of Receipt – introductory paragraph
 
         
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 one American Depositary Share (“ADS”)
  
Face of Receipt – upper right corner
 
         
 
(ii)
The procedure for voting the deposited securities
  
Reverse of Receipt – Articles 14 and 15
         
 
(iii)
The procedure for collecting and distributing dividends
  
Reverse of Receipt – Articles 13 and 14
         
 
(iv)
The procedures for transmitting notices, reports and proxy soliciting material
  
Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
         
 
(v)
The sale or exercise of rights
  
Reverse of Receipt – Articles 13 and 14
         
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
         
 
(vii)
Amendment, extension or termination of the deposit arrangements
  
Reverse of Receipt – Articles 20 and 21 (no provision for extension)
         
 
(viii)
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
  
Face of Receipt – Article 12
         
 
(ix)
Restrictions upon the right to transfer or withdraw the underlying securities
  
Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
         
 
(x)
Limitation on the depositary’s liability
  
Face of Receipt – Articles 6 and 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
         
3.
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
  
Face of Receipt – Article 9
       


Item 2.
AVAILABLE INFORMATION
AstraZeneca PLC (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and furnishes certain reports to, the United States Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s internet website (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.
PART II


INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3.
EXHIBITS

 
(a)
Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”).  — Previously filed as Exhibit (a) to Form F-6 (File No. 333-236014) and incorporated herein by reference.
     
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby.  — Not applicable.
     
 
(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.  — Not applicable.
     
 
(d)
Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered.  — Filed herewith as Exhibit (d).
     
 
(e)
Certification under Rule 466.  — Filed herewith as Exhibit (e).
     
 
(f)
Powers of attorney for certain officers and directors of the Company.  — Set forth on the signature pages hereto.

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 ADR, 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 ADR thirty (30) days before any change in the fee schedule.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 July 19, 2021.
 
Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares, par value US$0.25 per share of AstraZeneca PLC.
   
 
Deutsche Bank Trust Company Americas, as Depositary
       
       
 
By:
 /s/ Michael Fitzpatrick
  
   
Name:
 Michael Fitzpatrick  
   
Title:
 Vice President  
       
       
 
By:
 /s/ Jeff Margolick
  
   
Name:
 Jeff Margolick
  
   
Title:
 Director
  

Pursuant to the requirements of the Securities Act of 1933, as amended, AstraZeneca 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 London, England, on July 19, 2021.
 
AstraZeneca PLC
       
       
 
By:
/s/ Adrian Kemp
  
   
Name:
Adrian Kemp
  
   
Title:
Company Secretary
  


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Adrian Kemp, Matthew Bowden, Alistair Collins and Jonathan Slade, his or her true and lawful attorney-in-fact and agent, 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 of 1933, as amended, 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 July 19, 2021, in the capacities indicated.
Signature
Title
   
/s/ Pascal Soriot
Executive Director and Chief Executive Officer
(Principal Executive Officer)
Pascal Soriot
  
/s/ Marc Dunoyer
Executive Director and Chief Financial Officer
(Principal Financial Officer)
Marc Dunoyer
  
  

/s/ Mani Sharma
SVP, Group Financial Controller
(Principal Accounting Officer)
Mani Sharma
  
   
/s/ Leif Johansson
Non-Executive Chairman of the Board
Leif Johansson
  
   
/s/ Philip Broadley
Senior Independent Non-Executive Director
Philip Broadley
  
   
/s/ Euan Ashley
Non-Executive Director
Euan Ashley
  
   
/s/ Michel Demaré
Non-Executive Director
Michel Demaré
  


Signature
Title
/s/ Deborah DiSanzo
Non-Executive Director
Deborah DiSanzo
  
   
/s/ Diana Layfield
Non-Executive Director
Diana Layfield
  
   
/s/ Sheri McCoy
Non-Executive Director
Sheri McCoy
  
   
/s/ Tony Mok
Non-Executive Director
Tony Mok
  
   
/s/ Nazneen Rahman
Non-Executive Director
Nazneen Rahman
  
   
/s/ Marcus Wallenberg
Non-Executive Director
Marcus Wallenberg
  


SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of AstraZeneca PLC, has signed this registration statement in Wilmington, Delaware, United States of America on July 19, 2021.
   
       
       
 
By:
/s/ Mariam Koohdary
  
   
Name:
Mariam Koohdary
  
   
Title:
Duly authorized Representative of AstraZeneca PLC in the United States
  


Index to Exhibits
Exhibit
Document
(d)
Opinion of White & Case LLP, counsel to the Depositary
(e)
Certification under Rule 466