GSK GSK plc

 

As filed with the U.S. Securities and Exchange Commission on May 6, 2022. 

Registration No.  333-                

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

FORM F-6 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR 

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

 

  

GlaxoSmithKline plc

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A

(Translation of issuer's name into English)

 

England and Wales

(Jurisdiction of incorporation or organization of issuer)

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11, New York, New York 10179

Telephone: +1-800- 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

 

  

GlaxoSmithKline LLC

5 Crescent Drive

Philadelphia, Pennsylvania 19112

+1-888-825-5249

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

JPMorgan Chase Bank, N.A. 383 Madison Avenue, Floor 11 New York, New York 10179 Telephone: +1-800-990-1135

Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151

 

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. x

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two (2) ordinary shares of GlaxoSmithKline plc.	500,000,000 American Depositary Shares	$0.05	$25,000,000	$2,317.50

(1)

Each unit represents one American Depositary Share.

(2)

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 Receipts evidencing American Depositary Shares.

 

Pursuant to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under Form F-6 Registration Statement No. 333-232726. This Registration Statement also constitutes Post-Effective Amendment No. 2 to Registration Statement No. 333-232726.

 

 

 

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement on Form F-6, which is incorporated herein by reference.

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CROSS REFERENCE SHEET

 

Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(1)     Name and address of Depositary		Introductory paragraph and bottom of face of American Depositary Receipt
(2)     Title of American Depositary Receipts and identity of deposited securities		Face of American Depositary Receipt, top center
Terms of Deposit:
(i)          Amount of deposited securities represented by one unit of American Depositary Shares		Face of American Depositary Receipt, upper right corner
(ii)         Procedure for voting, if any, the deposited securities		Paragraphs (6), (11) and (12)
(iii)        Collection and distribution of dividends		Paragraphs (4), (5), (7), (10), (11), (13) and (20)
(iv)        Transmission of notices, reports and proxy soliciting material		Paragraphs (3), (8), (11) and (12)
(v)         Sale or exercise of rights		Paragraphs (4), (5), (7) and (10)
(vi)        Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (3), (4), (5), (7), (10), (11), (13) and (20)
(vii)       Amendment, extension or termination of the Deposit Agreement		Paragraphs (15), (16) and (17)
(viii)      Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs		Paragraph (3)
(ix)         Restrictions upon the right to deposit or withdraw the underlying securities		Paragraphs (1), (2), (4), (5) and (6)
(x)          Limitation upon the liability of the Depositary		Paragraphs (14), (17) and (19)
(3)     Fees and Charges		Paragraph (7)

 

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus
GlaxoSmithKline plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission.  These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549.		Paragraph (8)

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1)

Deposit Agreement. Second Amended and Restated Deposit Agreement, dated as of July 21, 2019 (as from time to time amended, the "Deposit Agreement"), among GlaxoSmithKline plc (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder. Filed herewith as Exhibit (a)(1).

 

(a)(2)

Amendment No. 1 to the Deposit Agreement. Amendment No. 1, dated as of March 15, 2021, to the Deposit Agreement, among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(2).

 

(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. 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. Not Applicable.

 

(d)

Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 

(e)

Certification under Rule 466. Filed herewith as Exhibit (e).

 

(f)

Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto.

 

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 American Depositary Receipts, 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 American Depositary Receipt thirty days before any change in the fee schedule.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement among GlaxoSmithKline plc, JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) 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 May 6, 2022.

 

Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

 

By:

JPMORGAN CHASE BANK, N.A., as Depositary

 

 

		By:	/s/ Timothy E. Green
			Name: Timothy E. Green
			Title: Vice President

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, GlaxoSmithKline 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 London, United Kingdom, on May 6, 2022.

 

	GlaxoSmithKline plc
	By:	/s/ Sir Jonathan Symonds
		Name: Sir Jonathan Symonds
		Title: Non-Executive Chair

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Emma Walmsley and Iain Mackay, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Under the requirements of the Securities Act, as amended, this Registration Statement on Form F-6 has been signed by the following persons on May 6, 2022, in the capacities indicated.

 

SIGNATURES

 

Signature		Title
/s/ Sir Jonathan Symonds		Non-Executive Chair
Sir Jonathan Symonds
/s/ Dame Emma Walmsley		Chief Executive Officer and Director
Dame Emma Walmsley		(principal executive officer)
/s/ Iain Mackay		Chief Financial Officer and Director
Iain Mackay		(principal financial and accounting officer)
/s/ Dr. Hal Barron		Director
Dr. Hal Barron
/s/ Manvinder Singh (Vindi) Banga		Director
Manvinder Singh (Vindi) Banga
/s/ Charles Bancroft		Director
Charles Bancroft
/s/ Dr. Anne Beal		Director
Dr. Anne Beal
/s/ Dame Vivienne Cox		Director
Dame Vivienne Cox
/s/ Dr. Harry (Hal) C. Dietz		Director
Dr. Harry (Hal) C. Dietz
/s/ Lynn Elsenhans		Director
Lynn Elsenhans
/s/ Dr. Laurie Glimcher		Director
Dr. Laurie Glimcher
/s/ Dr. Jesse Goodman		Director
Dr. Jesse Goodman
/s/ Urs Rohner		Director
Urs Rohner
/s/ Justin Huang		Authorized U.S. Representative of the Company
Justin Huang

 

 

INDEX TO EXHIBITS

 

Exhibit Number
(a)(1)		Second Amended and Restated Deposit Agreement, dated as of July 21, 2019 (as from time to time amended, the "Deposit Agreement"), among GlaxoSmithKline plc (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder.
(a)(2)		Amendment No. 1, dated as of March 15, 2021, to the Deposit Agreement, among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto.
(d)		Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.
(e)		Rule 466 Certification.