Securities Registration (ads, Immediate) (f-6ef)

 

As filed with the U.S. Securities and Exchange Commission on February 15, 2018

Registration No. 333-

 

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

___________________

 

RECKITT BENCKISER 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)

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

4 New York Plaza, Floor 12, New York, New York 10004

Telephone [phone]

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

____________________

 

Reckitt Benckiser LLC
399 Interpace Parkway

P O Box 225

Parsippany

New Jersey 07054-0225

Telephone: [phone]

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

 

Copy to:

 

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, Suite 2405 New York, New York 10022 [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-fifth of one ordinary share of Reckitt Benckiser Group plc	100,000,000 American Depositary Shares	$0.05	$5,000,000	$622.50

(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.

 

 

PART I

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") filed as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.

 

CROSS REFERENCE SHEET

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption				Location in Form of American Depositary 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		Paragraph (12)
	(iii)	Collection and distribution of dividends		Paragraphs (4), (5), (7) and (10)
	(iv)	Transmission of notices, reports and proxy soliciting material		Paragraphs (3), (8) and (12)
	(v)	Sale or exercise of rights		Paragraphs (4), (5) and (10)
	(vi)	Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (4), (5), (10) and (13)
	(vii)	Amendment, extension or termination of the Deposit Agreement		Paragraphs (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), and (5)
	(x)	Limitation upon the liability of the Depositary		Paragraph (14)
(3)	Fees and Charges			Paragraph (7)

 

 

 

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption			Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(a)	Statement that Reckitt Benckiser Group plc publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.rb.com) or through an electronic information delivery system generally available to the public in its primary trading market.		Paragraph (8)

 

 

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1)

Form of Deposit Agreement . Form of Deposit Agreement dated as of                         , 2012 among Reckitt Benckiser Group plc, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as Exhibit (a) to Registration Statement No. 333-185133 and incorporated herein by reference.

 

(a)(2)

Form of American Depositary Receipt . Filed herewith as Exhibit (a)(2).

 

(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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered . Filed herewith as Exhibit (d).

 

(e)

Certification under Rule 466. Filed herewith as Exhibit (e).

 

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. on behalf of the legal entity created by the 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 14, 2018.

 

	Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
	JPMORGAN CHASE BANK, N.A., as Depositary
	By:	/s/ Gregory A. Levendis
		Name: Gregory A. Levendis
		Title: Executive Director

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Reckitt Benckiser 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 in England, thereunto duly authorized, on February 14, 2018.

 

	RECKITT BENCKISER GROUP PLC
	By:	/s/ Adrian Hennah
		Name: Adrian Hennah
		Title: Director and Chief Financial Officer

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adrian Hennah and Rupert Bondy, 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 of 1933, as amended, this Registration Statement has been signed by the following persons on February 14, 2018, in the capacities indicated.

 

SIGNATURES

 

Signature		Title
/s/ Rakesh Kapoor		Director and Chief Executive Officer
Rakesh Kapoor
/s/ Adrian Bellamy		Non-Executive Chairman of the Board of Directors
Adrian Bellamy
/s/ Adrian Hennah		Chief Financial Officer and Director
Adrian Hennah
/s/ Dr. Pamela Kirby		Non-Executive Director
Dr. Pamela Kirby

 

 

 

 

/s/ Nicandro Durante		Non-Executive Directors
Nicandro Durante
/s/ Mary Harris		Non-Executive Directors
Mary Harris
/s/ Kenneth Hydon		Non-Executive Director
Kenneth Hydon
/s/ André Lacroix		Non-Executive Director
André Lacroix
/s/ Christopher Sinclair		Non-Executive Director
Christopher Sinclair
/s/ Judith Sprieser		Non-Executive Director
Judith Sprieser
/s/ Warren Tucker		Non-Executive Director
Warren Tucker

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Reckitt Benckiser Group plc has signed this Registration Statement on Form F-6 in New Jersey, on February 15, 2018.

 

Authorized U.S. Representative
By:	/s/ Kelly M. Slavitt
	Name: Kelly M. Slavitt

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number
(a)(2)	Form of American Depositary Receipt
(d)	Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
(e)	Rule 466 Certification