George Boychuk, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
Telephone: (212) 319-7600
|
It is proposed that this filing become effective under Rule 466:
|
o immediately upon filing.
o on (Date) at (Time)
|
Title of Each Class of
Securities to be Registered
|
Amount to be
Registered
|
Proposed Maximum
Aggregate Price Per Unit*
|
Proposed Maximum
Aggregate Offering Price**
|
Amount of
Registration Fee
|
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing five ordinary shares of British Airways Plc
|
20,000,000
|
$0.05
|
$1,000,000
|
$71.30
|
*
|
Each unit represents one American Depositary Share.
|
**
|
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 receipts evidencing 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, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
|
Location in Form of American Depositary
|
||||
Item Number and Caption
|
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
|
Face of American Depositary Receipt, top center
|
||
of deposited securities
|
||||
Terms of Deposit:
|
||||
(i)
|
Amount of deposited securities represented
|
Face of American Depositary Receipt, upper right
|
||
by one unit of American Depositary Shares
|
corner
|
|||
(ii)
|
Procedure for voting, if any, the deposited
|
Paragraph (12)
|
||
securities
|
||||
(iii)
|
Collection and distribution of dividends
|
Paragraphs (4), (5), (7) and (10)
|
||
(iv)
|
Transmission of notices, reports and proxy
|
Paragraphs (3), (8) and (12)
|
||
soliciting material
|
||||
(v)
|
Sale or exercise of rights
|
Paragraphs (4), (5) and (10)
|
||
(vi)
|
Deposit or sale of securities resulting from
|
Paragraphs (4), (5), (10) and (13)
|
||
dividends, splits or plans of reorganization
|
||||
(vii)
|
Amendment, extension or termination of the
|
Paragraphs (16) and (17)
|
||
Deposit Agreement
|
||||
(viii)
|
Rights of holders of ADRs to inspect the
|
Paragraph (3)
|
||
transfer books of the Depositary and the list
|
||||
of Holders of ADRs
|
||||
(ix)
|
Restrictions upon the right to deposit or
|
Paragraphs (1), (2), (4), (5) and (18)
|
||
withdraw the underlying securities
|
||||
(x)
|
Limitation upon the liability of the
|
Paragraph (14)
|
||
Depositary
|
||||
(3)
|
Fees and Charges
|
Paragraph (7)
|
Location in Form of American Depositary
|
|||
Item Number and Caption
|
Receipt Filed Herewith as Prospectus
|
||
(a)
|
Statement that British Airways Plc publishes
|
Paragraph (8)
|
|
information in English required to maintain the
|
|||
exemption from registration under Rule 12g3-
|
|||
2(b) under the Securities Exchange Act of 1934
|
|||
on its Internet Web site (www.bashares.com) or
|
|||
through an electronic information delivery system
|
|||
generally available to the public in its primary
|
|||
trading market.
|
Item 3.
|
EXHIBITS
|
(a)
|
Form of Third Amended and Restated Deposit Agreement, dated as of , 2010, by and among British Airways Plc, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – 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. – Not Applicable.
|
(c)
|
Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable.
|
(d)
|
Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
|
(e)
|
Certification under Rule 466. – Not Applicable.
|
(f)
|
Powers of Attorney for certain officers and directors and the authorized representative 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 at least thirty (30) days before any change in the fee schedule.
|
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing five ordinary shares of British Airways Plc.
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
|
|||
|
By:
|
/s/ Christopher Konopelko | |
Name:
|
Christopher Konopelko | ||
Title:
|
Vice President | ||
By:
|
/s/ James Kelly | ||
Name:
|
James Kelly | ||
Title:
|
Vice President |
British Airways Plc
|
|||
|
By:
|
||
Name:
|
Alan Buchanan | ||
Title:
|
Company Secretary |
Signatures
|
Capacity
|
|
/s/Martin Broughton
|
|
Chairman
|
Martin Broughton
|
||
/s/Willie Walsh
|
|
Chief Executive Officer and Director
|
Willie Walsh
|
||
/s/Keith Williams
|
|
Chief Financial Officer and Director
|
Keith Williams
|
||
/s/Maarten van den Bergh
|
|
Director
|
Maarten van den Bergh
|
||
/s/Baroness Kingsmill
|
|
Director
|
Baroness Kingsmill
|
||
/s/Jim Lawrence
|
|
Director
|
Jim Lawrence
|
||
/s/Alison Reed
|
|
Director
|
Alison Reed
|
||
|
Director
|
|
Rafael Sánchez-Lozano Turmo
|
||
/s/Ken Smart
|
|
Director
|
Ken Smart
|
||
/s/Baroness Symons
|
|
Director
|
Baroness Symons
|
||
/s/Paul Jasinski
|
General Counsel Americas,
Authorized Representative in the United States
|
|
Paul Jasinski
|
Exhibit Number
|
|
(a) Form of Third Amended and Restated Deposit Agreement
(d) Opinion of counsel to the Depositary
|