As filed with the Securities and Exchange Commission on August 8, 2007. Registration No. 333-9536
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
BUNZL 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)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
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. [ ]
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption | Location in Form of Receipt |
1. Name and address of depositary | Introductory Article |
2. Title of American Depositary Shares and identity of deposited securities | Face of Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
(iii) The collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 |
(iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16, 17 and 18 |
(v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 |
(vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6, 8 and 22 |
(x) Limitation upon the liability of the depositary | Articles number 14, 18, 21, 22 and 24 |
3. Fees and Charges | Articles number 7 and 8 |
Item - 2.
Available Information
Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of ____________, 2007 among Bunzl plc, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - 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. – See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
e.
Certification under Rule 466. – Not Applicable.
f.
Power of Attorney. – Filed herewith as Exhibit 5.
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 depositary shares, 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 depositary shares thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to 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 August 8, 2007.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Bunzl plc.
By:
The Bank of New York,
As Depositary
By:
/s/ Keith G. Galfo
Name: Keith G. Galfo
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Bunzl plc has caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of London, State of England, on August 8, 2007.
BUNZL PLC
By: /s/ Paul Nicholas Hussey
Name: Paul Nicholas Hussey
Title:
Company Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
A.J. Habgood*
Chairman
May 16, 2007
A.J. Habgood
M.J. Roney*
Chief Executive Officer
May 16, 2007
M.J. Roney
(Principal Executive Officer)
B.M. May*
Finance Director
May 16, 2007
B.M. May
(Principal Financial and
Accounting Officer)
J.F. Harris*
Senior Independent
May 16, 2007
J.F. Harris
Non-executive Director
C.A. Banks*
May 16, 2007
C.A. Banks
Non-executive Director
P.L. Larmon*
President and Chief Executive
May 16, 2007
P.L. Larmon
Officer, North America
U. Wolters*
May 16, 2007
U. Wolters
Non-executive Director
P.W. Johnson*
May 16, 2007
P.W. Johnson
Non-executive Director
* By: /s/ Paul Nicholas Hussey
Name: Paul Nicholas Hussey
Title: Attorney-in-Fact
BUNZL USA HOLDINGS CORPORATION
By: Brian Michael May*
Name: Brian Michael May
Title: Director
Authorized Representative in the United States
* By: /s/ Paul Nicholas Hussey
Name: Paul Nicholas Hussey
Title: Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
1 | Form of Amended and Restated Deposit Agreement dated as of __________, 2007, among Bunzl plc, The Bank of New York as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. | |
5 | Power of Attorney | |