SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
THE SECURITIES ACT OF 1933
For Depositary Shares
INTERNATIONAL POWER PLC
(Exact name of issuer of deposited securities as specified in its charter)
(Translation of issuer's name into English)
England and Wales
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
The Bank of New York Mellon
One Wall Street, 29th Floor
New York, New York 10286
(Address, including zip code, and telephone number, including area code, of agent for service)
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
New York, New York 10271
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.
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption
Location in Form of Receipt
Name and address of depositary
Title of American Depositary Receipts 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
Article number 12
(iii) The collection and distribution of dividends
Article number 10
(iv) The transmission of notices, reports and proxy soliciting material
Article number 14
(v) The sale or exercise of rights
Articles number 10, 11 and 16
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization
Articles number 10 and 13
(vii) Amendment, extension or termination of the deposit agreement
Articles number 18 and 19
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
Article number 14
(ix) Restrictions upon the right to deposit or withdraw the underlying securities
Articles number 2 and 3
(x) Limitation upon the liability of the depositary
Articles number 16 and 26
3. Fees and Charges
Article number 6
Item - 2.
Public reports furnished by issuer
Article number 25
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Form of Amended and Restated Deposit Agreement dated as of ____________, 2009 among International Power plc, The Bank of New York Mellon, as Depositary, and all Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
Form of letter from The Bank of New York to International Power plc relating to pre-release activities. Filed previously. .
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) and (b) above.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. Filed previously.
Certification under Rule 466. Not Applicable.
Item - 4.
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.
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.
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 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 June 19, 2009.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of International Power plc.
The Bank of New York Mellon,
/s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, International Power plc has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in London, England, on 20 May 2009.
INTERNATIONAL POWER PLC
By: /s/ Philip Cox
Name: Philip Cox
Title: Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints M Williamson and ASJ Ramsay, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and 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, or any of them, 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 has been signed below by the following persons in the capacities indicated on 20 May 2009.
/s/ Philip Cox
Chief Executive Officer and Director
/s/ Mark Williamson
Chief Financial Officer and Director
(principal accounting officer)
/s/ Sir Neville Ian Simms
Chairman and Director
Sir Neville Ian Simms
/s/ Anthony Isaac
/s/ Alan Murray
/s/ Struan Robertson
/s/ John Roberts
/s/ Stephen Riley
/s/ Tony Concannon
/s/ Bruce Levy
PUGLISI & ASSOCIATES
Authorized Representative in the United States
By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director
INDEX TO EXHIBITS
Form of Amended and Restated Deposit Agreement dated as of __________, 2009, among International Power plc, The Bank of New York Mellon, as Depositary, and all Holders from time to time of American Depositary Shares issued thereunder.