As filed with the Securities and Exchange Commission on June 5, 2007
Registration No. 333 - 130153
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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BRITISH AIRWAYS Plc
(Exact name of issuer of deposited securities as specified in its
charter)
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[N/A]
(Translation of issuer's name into English)
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England and Wales
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
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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)
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Copies to:
Jay Clayton Patricia Brigantic, Esq.
Sullivan & Cromwell LLP Citibank, N.A.
125 Broad Street 388 Greenwich Street, 17th Floor
New York, New York 10004 New York, New York 10013
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It is proposed that this filing become effective under Rule 466:
|X| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|
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This Post Effective Amendment No. 1 to Registration Statement on Form F-6
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.
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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
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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
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(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).
(xi) 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).
The Company has been subject to the periodic reporting requirements of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and has filed certain reports with, and submitted certain information to, the
United States Securities and Exchange Commission (the "Commission"), which
reports can be retrieved from the Commission's internet website at www.sec.gov,
and can be inspected and copied at the public reference facilities maintained by
the Commission at 100 F Street, N.E., Washington, D.C. 20549. The Company has
filed a Form 15F ("Form 15F") with the Commission, which has suspended the
Company's duty under the Exchange Act to file or submit the reports required
under Sections 13(a) or 15(d) of the Exchange Act. Upon the effectiveness of the
Form 15F, the Company's duty to file or submit reports under Sections 13(a) or
15(d) of the Exchange Act will terminate and the Company will, pursuant to Rule
12g3-2(e)(1), receive the exemption from the reporting obligations of the
Exchange Act provided by Rule 12g3-2(b). In order to satisfy the conditions of
Rule 12g3-2(b), the Company intends to publish the information contemplated in
Rule 12g3-2(b)(1)(iii) under the Exchange Act on its internet website or through
an electronic information delivery system generally available to the public in
the Company's primary trading market. The Company has specified in the Form 15F
the internet website or the electronic information delivery system on which it
intends to publish such information. The information so published by the Company
cannot be retrieved from the Commission's internet website, and cannot be
inspected or copied at the public reference facilities maintained by the
Commission. If the Form 15F is not declared effective, the Company will again be
subject to the periodic reporting requirements of the Exchange Act and will be
required to file with the Commission, and submit to the Commission, certain
reports that can be retrieved from the Commission's internet website at
www.sec.gov, and can be inspected and copied at the public reference facilities
maintained by the Commission.
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PROSPECTUS
The Prospectus consists of the form of American Depositary Receipt
attached as Exhibit A to the Form of Amendment No. 1 to Second Amended and
Restated Deposit Agreement filed as Exhibit (a)(i) to this Post Effective
Amendment No. 1 to Registration Statement on Form F-6 and is incorporated
herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 1 to Second Amended and Restated Deposit
Agreement, by and among British Airways Plc, (the "Company"),
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
is contained in the form of the American Depositary Receipt. --
Filed herewith as Exhibit (a)(i).
(a)(ii) Second Amended and Restated Deposit Agreement, dated as of
December 20, 2005, by and among the Company, the Depositary, and
all Holders and Beneficial Owners from time to time of American
Depositary Receipts evidencing American Depositary Shares issued
thereunder is contained in the form of the American Depositary
Receipt. -- Filed herewith as Exhibit (a)(ii).
(b) Any other agreement, to which the Depositary is a party relating
to the issuance of the American Depositary Shares registered
hereby 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. -- Previously filed.
(e) Certificate under Rule 466. -- Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
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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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Second Amended Restated Deposit Agreement, dated as of December 20, 2005, as
proposed to be amended by the Form of Amendment No. 1 to 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 to be 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 Post
Effective Amendment No. 1 to 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 5th day of June 2007.
Legal entity created by the Second Amended
and Restated Deposit Agreement, dated as of
December 20, 2005, as proposed to be amended
by the Form of Amendment No. 1 to 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, nominal value 25 pence
per share, of British Airways Plc.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susanna Ansala
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Name: Susanna Ansala
Title: Vice President
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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 Post
Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned thereunto duly authorized, in London, England, on
June 5, 2007.
BRITISH AIRWAYS Plc
By: /s/ Alan Buchanan
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Name: Alan Buchanan
Title: Company Secretary
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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/her true and
lawful attorney-in-fact and agent, with full power of substitution, for him/her
and in his/her name, place and stead, in any and all such capacities, to sign
any and all amendments, including post-effective 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 s/he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his/her 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 Post Effective Amendment No. 1 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on June 5,
2007.
Signature Title
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Chairman
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Martin Broughton
/s/ William Walsh Chief Executive/Executive Director
------------------------- (Principal Executive Officer)
William Walsh
/s/ Keith Williams Chief Financial Officer/Executive Director
------------------------- (Principal Financial and Accounting Officer)
Keith Williams
/s/ Maarten van den Bergh Senior Independent Non-executive Director
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Maarten van den Bergh
Non-executive Director
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Baroness Kingmill
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Signature Title
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/s/ James Lawrence Non-executive Director
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James Lawrence
/s/ Chumpol NaLamlieng Non-executive Director
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Chumpol NaLamlieng
/s/ Martin Read Non-executive Director
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Martin Read
Non-executive Director
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Alison Reed
/s/ Ken Smart Non-executive Director
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Ken Smart
Non-executive Director
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Baroness Symons
Authorized Representative in the U.S. General Counsel Americas
/s/ Paul Jasinski
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Paul Jasinski
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 1 to Second Amended
and Restated Deposit
(a)(ii) Second Amended and Restated Deposit, dated
as of December 20, 2005
(e) Certificate under Rule 466