As filed with the Securities and Exchange Commission on December 6, 2005
Registration No. 333 -
================================================================================
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)
----------------------
England and Wales
(Jurisdiction of incorporation or organization of issuer)
---------------------------------------------------------
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
----------------------
388 Greenwich Street
New York, New York 10013
(212) 816-6763
(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
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of
agent for service)
---------------------------------------------------------
Copies to:
W. Jay Clayton III, Esq. Herman H. Raspe, Esq.
Sullivan & Cromwell LLP Patterson, Belknap, Webb & Tyler LLP
125 Broad Street 1133 Avenue of the Americas
New York, New York 10004 New York, New York 10036
---------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
--------------------------------------------------------------------------------------------------------------------------
American Depositary Shares, each 100,000,000 $5.00 $5,000,000.00 $535.00
representing ten (10) ordinary
shares, nominal value 25 pence per
share, of British Airways Plc
--------------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares.
** 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 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 this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ------------------------------
1. Name of Depositary and address of its principal executive Face of Receipt - Introductory paragraph and final
office sentence on face of receipt.
2. Title of Receipts and identity of deposited securities Face of Receipt - Center and introductory
paragraph.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner and
one American Depositary Share ("ADSs") introductory paragraph.
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (11)
securities and (12).
(iii) The collection and distribution of dividends Face of Receipt- Paragraphs (4), (5) and (7);
Reverse of Receipt - Paragraph (10).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraphs (3) and (8);
soliciting material Reverse of Receipt - Paragraph (12).
(v) The sale or exercise of rights Face of Receipt - Paragraphs (4) and (5);
Reverse of Receipt - Paragraph (10).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (4) and (5);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (10) and (13).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (16) and (17) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (3).
transfer books of the Depositary and the list of
holders of ADSs
I-1
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ------------------------------
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (1), (2), (4) and (5).
the underlying securities Reverse of Receipt - Paragraph (20).
(x) Limitation upon the liability of the Depositary Reverse of Receipt - Paragraph (14).
3. Fees and charges which may be imposed directly or Face of Receipt - Paragraph (7).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (8).
British Airways Plc (the "Company") is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended, and,
accordingly, files certain reports with the United States Securities and
Exchange Commission (the "Commission"). These reports can be retrieved from the
Commission's website (www.sec.gov), and can be inspected by holders of ADSs and
copied at public reference facilities maintained by the Commission located at
100 F Street, N.E., Washington, D.C. 20549, and at the principal executive
office of the Depositary.
I-2
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Second Amended and Restated
Deposit Agreement filed as Exhibit (a) to this Registration Statement on
Form F-6 and is incorporated herein by reference.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Second Amended and Restated Deposit Agreement, by and among
British Airways Plc, Citibank, N.A., as depositary (the
"Depositary"), and all Holders and Beneficial Owners from time to
time of American Depositary Receipts evidencing American Depositary
Shares issued thereunder. -- 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. --
None.
(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. -- None.
(d) Opinion of Counsel for the Depositary as to the legality of the
securities to be registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
II-1
Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
Receipts or 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.
(b) 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.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity proposed to be
created by the Second Amended and Restated Deposit Agreement, by and among
British Airways Plc, Citibank, N.A., as depositary, and all Holders and
Beneficial Owners from time to time of American Depositary Receipts evidencing
American Depositary Shares 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 the 1st day of December, 2005.
Legal entity proposed to be created by
the Second Amended and Restated Deposit
Agreement under which the American
Depositary Receipts evidencing American
Depositary Shares registered hereunder
are to be issued, each American
Depositary Share representing ten (10)
ordinary shares, nomical value 25 pence
per share, of British Airways Plc.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Paul Martin
-------------------------------------
Name: Paul Martin
Title: Vice President
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Aylesbury, England, on December 2, 2005.
BRITISH AIRWAYS Plc
By: /s/ Alan Buchanan
------------------------
Name: Alan Buchanan
Title: Company Secretary
II-4
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan Buchanan to act as his or her true
and lawful attorney-in-fact and agent, with full power of substitution, for him
or her and in his or her name, place and stead, in any and all such capacities,
to sign any and all amendments, including posteffective amendments, and
supplements to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the United
States 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 he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities:
Signature Title
/s/ Martin Broughton Chairman
-------------------------------------
Martin Broughton
Date: December 2, 2005
/s/ William Walsh Chief Executive/Executive Director
-------------------------------------
William Walsh
Date: December 2, 2005
/s/ John Rishton Chief Financial Officer/Executive
------------------------------------- Director
John Rishton
Date: December 2, 2005
/s/ Martin George Commerical Director/Executive
------------------------------------- Director
Martin George
Date: December 2, 2005
/s/ Maarten van der Bergh Senior Independent Non-executive
------------------------------------- Director
Maarten van der Bergh
Date: December 2, 2005
II-5
Signature Title
/s/ Denise Kingmill Non-executive Director
-------------------------------------
Denise Kingmill
Date: December 2, 2005
/s/ Chumpol NaLamlieng Non-executive Director
-------------------------------------
Chumpol NaLamlieng
Date: December 2, 2005
/s/ Martin Read Non-executive Director
-------------------------------------
Martin Read
Date: December 2, 2005
/s/ Alison Reed Non-executive Director
-------------------------------------
Alison Reed
Date: December 2, 2005
/s/ Ken Smart Non-executive Director
-------------------------------------
Ken Smart
Date: December 2, 2005
Non-executive Director
/s/ Baroness Symons
-------------------------------------
Baroness Symons
Date: December 2, 2005
Authorized Representative in the U.S.
/s/ Paul Jasinski General Counsel Americas
-------------------------------------
Name: Paul Jasinski
Date: November 28, 2005
II-6
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
------- -------- -------------
(a) Form of Second Amended and Restated Deposit
Agreement by and among British Airways Plc,
Citibank, N.A. and all Holders and
Beneficial Owners from time to time of
American Depositary Receipts evidencing
American Depositary Shares issued thereunder
(d) Opinion of Counsel to the Depositary as to
the legality of the securities to be
registrered