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Name | Symbol | Market | Type |
---|---|---|---|
Amarin Corp PLC | NASDAQ:AMRN | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0007 | 0.08% | 0.84 | 0.8365 | 0.8399 | 0.846499 | 0.813 | 0.813 | 85,538 | 14:46:01 |
As filed with the Securities and Exchange Commission on August 12, 2016
|
Registration No. 333- |
Michael H. Bison, Esq.
Goodwin Procter LLP
100 Northern Ave.
Boston, Massachusetts 02210
|
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
|
It is proposed that this filing become effective under Rule 466:
|
x
immediately upon filing.
|
|
o
on (Date) at (Time).
|
Title of Each Class of
Securities to be Registered
|
Amount to be
Registered
|
Proposed Maximum
Aggregate Price Per Unit*
|
Proposed Maximum
Aggregate Offering Price**
|
Amount of
Registration Fee
|
American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Ordinary Share of Amarin Corporation plc
|
100,000,000 ADSs
|
$5.00
|
$5,000,000
|
$503.50
|
*
|
Each unit represents 100 ADSs.
|
**
|
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.
|
|
Item Number and Caption
|
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
|
|||
(viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
|
Reverse of Receipt
- Paragraph (13).
|
||
(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities
|
Face of Receipt
– Introductory paragraph and Paragraphs (2), (3), (4), (6), (7), (9) and (10).
|
||
(x) |
Limitation upon the liability of the Depositary
|
Face of Receipt
- Paragraph (7);
Reverse of Receipt
- Paragraphs (19) and (20).
|
||
3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs |
Face of Receipt
– Paragraphs (10).
|
||
Item 2. AVAILABLE INFORMATION |
Face of Receipt
- Paragraph (13).
|
|
(a)
|
Amended and Restated
Deposit Agreement, dated as of November 4, 2011, by and among Amarin Corporation 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).
|
|
(b)
|
(i) Exchange Letter Agreement, dated November 24, 2015, by and between the Company and the Depositary. — Filed herewith as Exhibit (b)(i).
|
(ii)
Letter Agreement, dated May 20, 2014, 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. — Filed 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.
|
|
(g)
|
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.
|
|
(h)
|
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.
|
Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one (1) Ordinary Share of Amarin Corporation plc.
|
|||
CITIBANK, N.A., solely in its capacity as Depositary
|
|||
By:
|
/s/ Leslie A. DeLuca | ||
Name: Leslie A. DeLuca | |||
Title: Vice President |
AMARIN CORPORATION PLC
|
|||
By:
|
/s/ John F. Thero | ||
Name: John F. Thero | |||
Title: President and Chief Executive Officer |
Signature
|
Title
|
|
/s/ John Thero
|
President, Chief Executive Officer and Director
|
|
John Thero
|
(Principal Executive Officer) | |
/s/ Michael Kalb
|
Senior Vice President and Chief Financial Officer
|
|
Michael Kalb
|
(Principal Financial and Accounting Officer) | |
/s/ Lars G. Ekman, M.D., Ph.D.
|
Chairman of the Board
|
|
Lars G. Ekman, M.D., Ph.D. | ||
/s/ James I. Healy, M.D., Ph.D.
|
Non-Executive Director
|
|
James I. Healy, M.D., Ph.D. |
/s/ Joseph S. Zakrzewski
|
Non-Executive Director
|
|
Joseph S. Zakrzewski | ||
/s/ Jan van Heek
|
Non-Executive Director
|
|
Jan van Heek | ||
/s/ Patrick J. O'Sullivan
|
Non-Executive Director
|
|
Patrick J. O'Sullivan | ||
/s/ Kristine Peterson
|
Non-Executive Director
|
|
Kristine Peterson | ||
/s/ David Stack
|
Non-Executive Director
|
|
David Stack | ||
/s/ John F. Thero
|
Authorized Representative in the U.S.
|
|
John F. Thero |
Exhibit
|
Document
|
Sequentially
Numbered Page
|
(a)
|
Deposit Agreement
|
|
(b)(i)
|
Exchange Letter Agreement
|
|
(b)(ii)
|
Letter Agreement
|
|
(d)
|
Opinion of counsel to the Depositary
|
|
(e)
|
Certificate under Rule 466
|
1 Year Amarin Chart |
1 Month Amarin Chart |
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