Securities Registration (ads, Delayed) (f-6)

 

As filed with the U.S. Securities and Exchange Commission on November 17, 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

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

___________________

 

EXPERIAN PLC

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A

(Translation of issuer’s name into English)

 

Jersey

(Jurisdiction of incorporation or organization of issuer)

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11
New York, New York 10179

Telephone: [phone]

(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

Telephone: [phone]

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

JPMorgan Chase Bank, N.A. 383 Madison Avenue, Floor 11 New York, New York 10179 Telephone: [phone]

Iain Fenn Igor Rogovoy Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom Telephone: [phone]

Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: [phone]

 

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 evidenced by American Depositary Receipts, each American Depositary Share representing one (1) ordinary share of Experian PLC	150,000,000 American Depositary Shares	$0.05	$7,500,000	$695.25

(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 American Depositary Receipts evidencing American Depositary Shares.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

PART I

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CROSS REFERENCE SHEET

 

		Location in Form of American Depositary
Item Number and Caption		Receipt Filed Herewith as Prospectus
(1)   Name and address of Depositary		Introductory paragraph and bottom of face of
		American Depositary Receipt
(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		Paragraphs (6), (11) and (12)
(iii)    Collection and distribution of dividends		Paragraphs (4), (5), (7), (10), (11) and (13)
(iv)    Transmission of notices, reports and proxy soliciting material		Paragraphs (3), (8), (11) and (12)
(v)     Sale or exercise of rights		Paragraphs (4), (5), (7) and (10)
(vi)    Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (3), (4), (5), (7), (10), (11) and (13)
(vii)   Amendment, extension or termination of the Deposit Agreement		Paragraphs (15), (16) and (17)
(viii)  Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs		Paragraph (3)
(ix)    Restrictions upon the right to deposit or withdraw the underlying securities		Paragraphs (1), (2), (4), (5) and (6)
(x)     Limitation upon the liability of the Depositary		Paragraphs (14) and (17)
(3)   Fees and Charges		Paragraph (7)

 

Item 2. AVAILABLE INFORMATION

 

		Location in Form of American Depositary
Item Number and Caption		Receipt Filed Herewith as Prospectus
Experian PLC (the “Company”) publishes information in English required to maintain the exemption from registration under the Securities Exchange Act of 1934, as amended, afforded by Rule 12g3-2(b) promulgated thereunder on its Internet Web site or through an electronic information delivery system generally available to the public in its primary trading market As of the date hereof, the Company’s internet website is located at www.experianplc.com.		Paragraph (8)

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)

Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement among Experian PLC, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a).

 

(b)

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. 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 Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 

(e)

Certification under Rule 466. Not applicable.

 

(f)

Power of Attorney of 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 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.

 

(b)

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.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely on behalf of the legal entity created by the Amended and Restated Deposit Agreement among Experian PLC, JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, 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 November 17, 2021.

 

	Legal entity created by the Amended and Restated Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
	By:	JPMORGAN CHASE BANK, N.A., as Depositary

 

	By:	/s/ Timothy E. Green
		Name: Timothy E. Green
		Title: Vice President

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Experian 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 Dublin, Ireland, on November 17, 2021.

 

	EXPERIAN PLC
	By:	/s/ Brian Cassin
		Name: Brian Cassin
		Title: Chief Executive Officer

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Cassin, Lloyd Pitchford, Charles Brown and Ronan Hanna, 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, as amended, this Registration Statement on Form F-6 has been signed by the following persons on November 17, 2021, in the capacities indicated.

 

 

 

 

SIGNATURES

 

Signature		Title
/s/ Mike Rogers
Mike Rogers		Director and Chairman
George Rose		Deputy Chairman and Senior Independent Director
/s/ Brian Cassin		Director and Chief Executive Officer
Brian Cassin		(principal executive officer)
/s/ Lloyd Pitchford		Director and Chief Financial Officer
Lloyd Pitchford		(principal financial and accounting officer)
/s/ Kerry Williams
Kerry Williams		Chief Operating Officer and Director
/s/ Ruba Borno
Ruba Borno		Non-Executive Director
/s/ Alison Brittain
Alison Brittain		Non-Executive Director
/s/ Caroline Donahue
Caroline Donahue		Non-Executive Director
/s/ Luiz Fleury
Luiz Fleury		Non-Executive Director
/s/ Jonathan Howell
Jonathan Howell		Non-Executive Director
/s/ Deirdre Mahlan
Deirdre Mahlan		Non-Executive Director

 

 

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Experian PLC, has signed this Registration Statement on Form F-6 in Costa Mesa, California, on November 17, 2021.

 

	Authorized U.S. Representative
	By:	Gerry Tschopp

	By:	/s/ Gerry Tschopp
		Name: Gerry Tschopp
		Title: Global Head of External Communications

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number
(a)		Form of Amended and Restated Deposit Agreement among Experian PLC, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the Form of ADR attached as Exhibit A thereto.
(d)		Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.