Unassociated Document
 
As filed with the Securities and Exchange Commission on Novembe 29, 2010
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
 
BRITISH AIRWAYS 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)
 
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
111 Eighth Avenue, 13th Floor
New York, New York 10011
Telephone: (212) 604-1666
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
George Boychuk, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York  10022
Telephone: (212) 319-7600

It is proposed that this filing become effective under Rule 466:
 
o        immediately upon filing.
o        on (Date) at (Time)
  
 
If a separate registration statement has been filed to register the deposited shares, check the following box: o
 
CALCULATION OF REGISTRATION FEE
 
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 evidenced by American Depositary Receipts, each American Depositary Share representing five ordinary shares of British Airways Plc
20,000,000
 
$0.05
$1,000,000
$71.30
 
*
Each unit represents one American Depositary Share.
**
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 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, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
1
 
 
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.
 
 
2
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Third Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
       
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
  
Face of American Depositary Receipt, top center
 
of deposited securities
    
       
 
Terms of Deposit:
    
         
 
(i)
Amount of deposited securities represented
  
Face of American Depositary Receipt, upper right
   
by one unit of American Depositary Shares
  
corner
         
 
(ii)
Procedure for voting, if any, the deposited
  
Paragraph (12)
   
securities
    
         
 
(iii)
Collection and distribution of dividends
  
Paragraphs (4), (5), (7) and (10)
         
 
(iv)
Transmission of notices, reports and proxy
  
Paragraphs (3), (8) and (12)
   
soliciting material
    
         
 
(v)
Sale or exercise of rights
  
Paragraphs (4), (5) and (10)
         
 
(vi)
Deposit or sale of securities resulting from
  
Paragraphs (4), (5), (10) and (13)
   
dividends, splits or plans of reorganization
    
         
 
(vii)
Amendment, extension or termination of the
  
Paragraphs (16) and (17)
   
Deposit Agreement
    
         
 
(viii)
Rights of holders of ADRs to inspect the
  
Paragraph (3)
   
transfer books of the Depositary and the list
    
   
of Holders of ADRs
    
         
 
(ix)
Restrictions upon the right to deposit or
  
Paragraphs (1), (2), (4), (5) and (18)
   
withdraw the underlying securities
    
         
 
(x)
Limitation upon the liability of the
  
Paragraph (14)
   
Depositary
    
       
(3)
Fees and Charges
  
Paragraph (7)
 
 
3
 
 
Item 2.  AVAILABLE INFORMATION

     
Location in Form of American Depositary
Item Number and Caption
  
Receipt Filed Herewith as Prospectus
       
(a)
Statement that British Airways Plc publishes
  
Paragraph (8)
 
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.bashares.com) or
    
 
through an electronic information delivery system
    
 
generally available to the public in its primary
    
 
trading market.
    
 
 
4
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a)
Form of Third Amended and Restated Deposit Agreement, dated as of      , 2010, by and among British Airways Plc, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, 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 Company in effect at any time within the last three years. – Not Applicable.
 
(d)
Opinion of 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)
Powers of Attorney for certain officers and directors and the authorized representative 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 at least thirty (30) days before any change in the fee schedule.
 
 
5
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among British Airways Plc, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts 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 29, 2010.
 
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing five ordinary shares of British Airways Plc.
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
  
       
       
 
By:
/s/ Christopher Konopelko  
 
Name: 
 Christopher Konopelko  
 
Title:
Vice President  
       
       
 
By:
/s/ James Kelly  
 
Name: 
 James Kelly  
 
Title:
Vice President  
 
 
6
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, British Airways 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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in England on November 29, 2010.
 
 
British Airways Plc
  
       
       
 
By:
   
 
Name: 
 Alan Buchanan  
 
Title:
Company Secretary  
 
 
7
 
 

Know all persons by these present that each officer or director whose signature appears below constitutes and appoints Alan Buchanan, his or her true lawful attorney-in-fact and agent with full and several power of substitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities indicated on November 29, 2010.
 
Signatures
  
Capacity
     
/s/Martin Broughton
 
Chairman
Martin Broughton
    
     
/s/Willie Walsh
 
Chief Executive Officer and Director
Willie Walsh
    
     
/s/Keith Williams
 
Chief Financial Officer and Director
Keith Williams
    
     
/s/Maarten van den Bergh
 
Director
Maarten van den Bergh
    
     
/s/Baroness Kingsmill
 
Director
Baroness Kingsmill
    
     
/s/Jim Lawrence
 
Director
Jim Lawrence
    
     
/s/Alison Reed
 
Director
Alison Reed
    
     
 
 
Director
Rafael Sánchez-Lozano Turmo
    
     
/s/Ken Smart
 
Director
Ken Smart
    
     
/s/Baroness Symons
 
Director
Baroness Symons
    
     
/s/Paul Jasinski
  
General Counsel Americas,
Authorized Representative in the United States
Paul Jasinski
    
 
 
8
 
 
INDEX TO EXHIBITS
 
 
Exhibit Number
  
 
(a)  Form of Third Amended and Restated Deposit Agreement
 
(d)  Opinion of counsel to the Depositary