Unassociated Document
  
As filed with the United States Securities and Exchange Commission on September 24, 2014
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
 
SMITH & NEPHEW 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)
 
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
 
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
Smith & Nephew, Inc.
150 Minuteman Road
Andover, Massachusetts 01810
(978) 749-1000
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
 
It is proposed that this filing become effective under Rule 466
 
      o immediately upon filing    o on (Date) at (Time)
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
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 ordinary share(s) of  Smith & Nephew plc
200,000,000
$0.05
 
$10,000,000
 
$1,288
 
*
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.
 
 
 
 
 
 
This Registration Statement 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.
 
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the form of Fourth Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement and 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 (“Receipt”)
Filed Herewith as Prospectus
       
1.
Name of depositary and address of its principal executive office
  
Face of Receipt
       
2.
Title of Receipts and identity of deposited securities
  
Face of Receipt, Top center
       
 
Terms of Deposit:
    
         
  (i)
The amount of deposited securities represented by one American Depositary Share
  
Face of Receipt, Upper right corner
         
  (ii)
The procedure for voting, if any, the deposited securities
  
Articles (15), (16) and (18)
         
  (iii)
The collection and distribution of dividends
  
Articles (4), (12), (13), (15) and (18)
         
  (iv)
The transmission of notices, reports and proxy soliciting material
  
Articles (11), (15), (16) and (18)
         
  (v)
The sale or exercise of rights
  
Articles (13), (14), (15) and (18)
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Articles (12), (13), (15), (17) and (18)
         
  (vii)
Amendment, extension or termin­ation of the deposit arrangements
  
Articles (20) and (21) (no provision for extensions)
         
  (viii)
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
  
Article (11)
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Articles (2), (3), (4), (5), (6), (8) and (22)
 
  (x)     
Limitation upon the liability of the depositary
  
Articles (14), (18), (19) and (21)
 
 
 
 
 
3.
Fees and charges which may be imposed directly or indirectly against holders of Receipts
   Articles (7), (8), (12) and (14)
       
Item 2.     AVAILABLE INFORMATION
  
Article (11)
 
(b) Statement that Smith & Nephew plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission.  These reports and documents can be inspected by holders of America Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a)
Form of Fourth Amended and Restated Deposit Agreement, dated as of      , 2014, by and among Smith & Nephew plc, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Owners and 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 30 days before any change in the fee schedule.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Smith & Nephew plc, Deutsche Bank Trust Company Americas, as depositary, and all Owners and Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts 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 September 24, 2014.
 
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing a specified number of ordinary shares of Smith & Nephew plc
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
  
       
 
By:
/s/ James Kelly  
   
Name: James Kelly
Title: Vice President
  
       
       
  By: /s/ Christopher Konopelko  
   
Name: Christopher Konopelko
Title: Director
  
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Smith & Nephew 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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the United Kingdom on September 24, 2014.
 
 
Smith & Nephew plc
  
       
 
By:
/s/ Olivier Bohuon  
 
Name:  Olivier Bohuon
  
 
Title:    Chief Executive Officer
  
       
 
Know all persons by these presents that each person whose signature appears below constitutes and appoints Olivier Bohuon, Julie Brown and Susan Swabey, jointly and severally, his or her true lawful attorneys-in-fact and agents with full and several power of substitution and resubstitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments and supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on September 24, 2014.
 
Signatures
  
Capacity
     
/s/ Roberto Quarta
  
Chairman of the Board of Directors
Roberto Quarta
    
     
/s/ Olivier Bohuon
  
Chief Executive Officer and Director
Olivier Bohuon
  
 
     
/s/ Julie Brown
  
Chief Financial Officer and Director
Julie Brown    
     
/s/ Ian Barlow
  
Director
Ian Barlow
    
     
/s/ The Rt Hon Baroness Bottomley
  
Director
The Rt Hon Baroness Bottomley
    
     
/s/ Michael Friedman
  
Director
Michael Friedman
    
     
/s/ Brian Larcombe
  
Director
Brian Larcombe
    
     
/s/ Joseph Papa
  
Director
Joseph Papa
    
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Smith & Nephew plc, has signed this Registration Statement on September 24, 2014.
 
 
Authorized U.S. Representative
  
     
       
 
By:
/s/ John W. Campo  
 
Name:  John W. Campo
  
 
Title:   Chief Legal Officer
  
       
 
 
 
 
 
INDEX TO EXHIBITS
 
 
Exhibit Number
  
 
(a)  Form of Fourth Amended and Restated Deposit Agreement
 
(d)  Opinion of counsel to the Depositary