| As filed with the Securities and Exchange Commission on May 9, 2016 |
Registration No. 333 -
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John W. Banes, Esq.
Davis Polk & Wardwell LLP
5 Aldermanbury Square
London EC2V 7HR
England
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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
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It is proposed that this filing become effective under Rule 466:
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þimmediately upon filing.
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o on (Date) at (Time).
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares (ADS(s)), each ADS representing the right to receive one-half of one (1/2) ordinary share of AstraZeneca PLC
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500,000,000 ADSs
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$5.00
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$25,000,000
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$2,517.50
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*
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Each unit represents 100 ADSs.
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**
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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 ADSs.
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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| Item Number and Caption |
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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| 1. | Name of Depositary and address of its principal executive office |
Face of Receipt - Introductory Article.
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| 2. | Title of Receipts and identity of deposited securities |
Face of Receipt - Top Center.
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| Terms of Deposit: | ||||
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The amount of deposited securities represented by one American Depositary Share ("ADSs")
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Face of Receipt - Upper right corner.
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| (ii) |
The procedure for voting, if any, the deposited securities
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Reverse of Receipt - Paragraphs (11) and (12).
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| (iii) |
The collection and distribution of dividends
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Face of Receipt - Paragraph (4);
Reverse of Receipt - Paragraph (10).
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| (iv) |
The transmission of notices, reports and proxy soliciting material
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Face of Receipt - Paragraph (8);
Reverse of Receipt - Paragraph (12).
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| (v) |
The sale or exercise of rights
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Face of Receipt - Paragraphs (4) and (5);
Reverse of Receipt – Paragraphs (10) and (11).
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| (vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt - Paragraphs (3), (4) and (5);
Reverse of Receipt - Paragraphs (10) and (13).
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| (vii) |
Amendment, extension or termination of the deposit agreement
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Reverse of Receipt - Paragraphs (16) and (17) (no provision for extensions).
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| (viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt - Paragraph (3).
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| Item Number and Caption | Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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| (ix) |
Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt – Paragraphs (1), (2), (3), (4), (6), (7), and (9).
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| (x) |
Limitation upon the liability of the Depositary
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Face of Receipt - Paragraph (5);
Reverse of Receipt - Paragraph (14).
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| 3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs |
Face of Receipt - Paragraph (7).
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| Item 2. |
AVAILABLE INFORMATION
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Face of Receipt - Paragraph (8).
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Item 3.
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EXHIBITS
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(a)(i)
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Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of July 27, 2015, by and among AstraZeneca PLC (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares outstanding under the terms of the Amended and Restated Deposit Agreement, dated as of February 6, 2015 (“Deposit Agreement”). — Filed herewith as Exhibit (a)(i).
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(a)(ii)
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Amended and Restated Deposit Agreement, dated as of February 6, 2015, by and among the Company, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Receipts thereunder evidencing American Depositary Shares. — Previously filed as exhibit (a)(ii), and incorporated by reference, to Post-Effective Amendment No. 1 to F-6 Registration Statement (Reg. No. 333-200202) filed on July 10, 2015.
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(b)
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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. — None.
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(c)
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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.
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(d)
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Opinion of counsel for the Depositary as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
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(e)
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Certificate under Rule 466. — Filed herewith as Exhibit (e).
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature page herewith.
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Item 4.
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UNDERTAKINGS
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(a)
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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.
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(b)
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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.
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Legal entity created by the Amended and Restated Deposit Agreement, as amended by Amendment No. 1 to Amended and Restated Deposit Agreement, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one-half (1/2) of one ordinary share of AstraZeneca PLC
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CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Leslie A. DeLuca | |
| Name: Leslie A. DeLuca | |||
| Title: Vice President | |||
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ASTRAZENECA PLC
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By:
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/s/ Pascal Soriot | |
| Name: Pascal Soriot | |||
| Title: Chief Executive Officer | |||
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Signature
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Title
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/s/ Leif Johansson
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Non-Executive Chairman of the Board of Directors
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Leif Johansson
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/s/ Pascal Soriot
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Chief Executive Officer and Executive Director (Principal Executive Officer)
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Pascal Soriot
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/s/ Marc Dunoyer
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Chief Financial Officer and Executive Director (Principal Financial Officer)
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Marc Dunoyer
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/s/ Cornelia Bargmann
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Non-Executive Director
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Cornelia Bargmann
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/s/ Geneviève Berger
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Non-Executive Director
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Geneviève Berger
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| Signature |
Title
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/s/ Bruce Burlington
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Non-Executive Director
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Bruce Burlington
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/s/ Ann Cairns
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Non-Executive Director
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Ann Cairns
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/s/ Graham Chipchase
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Non-Executive Director
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Graham Chipchase
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/s/ Jean-Philippe Courtois
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Non-Executive Director
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Jean-Philippe Courtois
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/s/ Rudy Markham
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Non-Executive Director
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Rudy Markham
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/s/ Shriti Vadera
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Non-Executive Director
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Shriti Vadera
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/s/ Marcus Wallenberg
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Non-Executive Director
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Marcus Wallenberg
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| /s/ Alistair Collins | VP Finance, Group Controller (Principal Accounting Officer) | |
| Alistair Collins | ||
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Authorized Representative in the U.S.
/s/ Richard Kenny
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Richard Kenny
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)(i)
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Amendment No. 1 to Amended and Restated Deposit Agreement
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(d)
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Opinion of counsel for the Depositary
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(e)
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Certificate under Rule 466
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