As filed with the Securities and Exchange Commission on June 23, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For New York Shares Evidenced by Depositary Receipts
of
THE “SHELL” TRANSPORT AND TRADING COMPANY,
PUBLIC LIMITED COMPANY
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
ENGLAND
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________
___________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
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. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
New York Shares evidenced by Depositary Receipts, each New York Share representing ordinary shares of 25 pence nominal amount each of The “Shell” Transport and Trading Company, Public Limited Company | 100,000,000 New York Shares | $5.00 | $5,000,000 | $635.00 |
1
For the purpose of this table only the term "unit" is defined as 100 New York Shares.
The prospectus consists of the proposed form of Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption | Location in Form of Receipt |
1. Name and address of depositary | Introductory Article |
2. Title of 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 Depositary Receipts | Face of Receipt |
(ii) The procedure for voting, if any, the deposited securities | Reverse of Receipt |
(iii) The collection and distribution of dividends | Articles number 4, Reverse of Receipt |
(iv) The transmission of notices, reports and proxy soliciting material | Reverse of Receipt |
(v) The sale or exercise of rights | Reverse of Receipt |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Reverse of Receipt |
(vii) Amendment, extension or termination of the deposit agreement | Reverse of Receipt |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Reverse of Receipt |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and Reverse of Receipt |
(x) Limitation upon the liability of the depositary | Reverse of Receipt |
3. Fees and Charges | Article number 7 and Reverse of Receipt |
Item - 2.
Available Information
Public reports furnished by issuer | Reverse of Receipt |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Second Amended and Restated Deposit Agreement dated as of December 1, 1992, among The “Shell” Transport and Trading Company, Public Limited Company, The Bank of New York as Depositary, and all holders from time to time of Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
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. - See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.
e.
Certification under Rule 466. - Filed herewith as Exhibit 5.
f.
Power of Attorney. – Filed herewith as Exhibit 6.
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 ADRs, 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 ADR thirty days before any change in the fee schedule.
SIGNATURES
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 22, 2004.
Legal entity created by the agreement for the issuance of Depositary Receipts for ordinary shares of 25 pence nominal amount each of The “Shell” Transport and Trading Company, Public Limited Company.
By:
The Bank of New York,
As Depositary
By: /s/ Joanne F. DiGiovanni
Joanne F. DiGiovanni
Vice President
Pursuant to the requirements of the Securities Act of 1933, The “Shell” Transport and Trading Company, Public Limited Company has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of London, England on 22nd June, 2004.
The “Shell” Transport and Trading Company,
Public Limited Company
By: /s/ Jyoti Munsiff
Name: Jyoti Munsiff
Title: Company Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on 22nd June, 2004.
__________*______________ |
__________*______________ |
________________________ |
________________________ |
__________*______________ |
________________________ |
__________*______________ |
__________*______________ |
__________*______________ |
__________*______________ |
*By: /s/ Jyoti Munsiff Attorney-in-Fact |
AUTHORIZED UNITED STATES REPRESENTATIVE
THE BANK OF NEW YORK,
as Authorized U.S. Representative
By: /s/ Vincent J. Cahill, Jr.
Name: Vincent J. Cahill, Jr.
Title: Vice President
INDEX TO EXHIBITS
Exhibit | Exhibit | |
1 | Form of Second Amended and Restated Deposit Agreement dated as of December 1, 1992, among The “Shell” Transport and Trading Company, Public Limited Company, The Bank of New York as Depositary, and all holders from time to time of Depositary Receipts issued thereunder. | |
4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. | |
5 | Certification under Rule 466. | |
6 | Power of Attorney |