Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
15F
CERTIFICATION
OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A
CLASS OF
SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
ITS
TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission
File Number 1-14868
(Exact
name of registrant as specified in its charter)
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110
Park Street, London WIK 6NX, ENGLAND
+44
20 7495 4950
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(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
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Ordinary
shares
of 321/7
pence each,
traded in the form of American Depositary Receipts evidencing
American
Depositary Shares representing such ordinary
shares.
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(Title
of
each class of securities covered by this Form)
Please
place an X in the box(es) to indicated the provision(s) relied upon to terminate
the duty to file reports under the Securities Exchange Act of 1934:
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Rule
12h-6(a) |
x |
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Rule
12h-6(c) |
□ |
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Rule
12h-6(b) |
□ |
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Rule
12h-6(h) |
□ |
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In
this
Form 15F, the term the “Company” or “Bunzl” refers to Bunzl public limited
company, alone or together with its subsidiary undertakings, as the context
so
permits. The term “Group” refers to Bunzl together with its
subsidiary undertakings.
In
this
Form 15F, the term “ordinary shares” or “shares” refers to ordinary shares of
321/7 pence each
of the Company, or as the context so permits, for the period up to and including
June 5, 2005 ordinary shares of 25 pence each of the Company, and the term
“ADSs” refers to American depositary shares each representing five ordinary
shares and evidenced by American depositary receipts (“ADRs”).
In
this
Form 15F, the term “SEC” or “Commission” refers to the Securities and Exchange
Commission.
Part
I
Item
1. Exchange Act Reporting History
The
Company first incurred the duty to file reports under section 13(a) or section
15(d) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) in
October 1998 when its ADSs were listed on the New York Stock Exchange
(“NYSE”).
Bunzl
has
filed or submitted all reports required under Exchange Act section 13(a) or
section 15(d) and corresponding Commission rules for the 12 months preceding
the
filing of this form. Bunzl has filed annual reports under section
13(a) on Form 20-F for each year since 1998.
Item
2. Recent United States Market Activity
The
Company’s securities have never been sold in the United States in a registered
offering under the Securities Act of 1933 (the “Securities Act”).
Bunzl
does
not have equity securities, or any other securities, registered on a shelf
or
other Securities Act registration statement under which securities remain
unsold.
Each
of
the preceding paragraphs excludes registered offerings involving the issuance
of
securities to Bunzl’s employees, as that term is defined in
Form S-8. Prior to the filing of this Form 15F, the Company has
filed a post-effective amendment to terminate the registration of unsold
securities under each registration statement on Form S-8.
Item
3. Foreign Listing and Primary Trading Market
The
Company’s share capital consists of one class of ordinary shares. The
primary trading market for the ordinary shares is the London Stock Exchange
Limited (the “London Stock Exchange”) in London, England. The
ordinary shares were initially listed on the London Stock Exchange in
1957. The Company has maintained a listing of the ordinary shares on
the London Stock Exchange since that time.
The
ADSs,
each representing five ordinary shares of the Company, have been listed on
the
NYSE since October 1998. The Bank of New York is the Company’s
depositary (the “Depositary”) issuing ADRs evidencing ADSs. The
Company voluntarily applied for delisting of its ADSs from the NYSE pursuant
to
Form 25 filed with the SEC on May 25, 2007. The delisting became
effective before the opening of the market on June 4, 2007.
The
percentage of trading in the class of ordinary shares that occurred on the
London Stock Exchange as of a recent 12-month period was 99.3%. The
first and last day of the recent 12-month period were June 5, 2006 and June
4,
2007, respectively.
Item
4. Comparative Trading Volume Data
The
average daily trading volume (“ADTV”) of the ordinary shares in the United
States during a recent 12-month period has been less than 1% of the average
daily trading volume of the Company’s ordinary shares on a worldwide basis for
the same period.
On
June 4,
2007, the Company’s ADSs and ordinary shares were delisted from the
NYSE. Thus, the first and last day of the recent 12-month period used
to meet the requirements of Rule 12h-6(a)(4)(i) were June 5, 2006 and June
4,
2007, respectively.
From
June
5, 2006 to June 4, 2007, the average daily trading volume of ordinary shares
was
17,068 in the United States (representing 3,414 ADSs) and 2,486,450 on a
worldwide basis (including the United States).
From
June
5, 2006 to June 4, 2007, the average daily trading volume of the ordinary shares
in the United States as a percentage of the average daily trading volume for
the
ordinary shares on a worldwide basis was 0.7%.
The
Company maintains a sponsored American depositary receipt (“ADR”) facility for
its ADSs and has not terminated such facility.
To
determine whether the Company met the requirements of Rule 12h-6, the Company
relied in good faith upon the following sources of trading volume information:
(i) the NYSE, obtained from Bloomberg L.P. (“Bloomberg”), and (ii) the London
Stock Exchange. The Company used more than one source because the
Company’s share capital consists of one class of ordinary shares which are
traded and will continue to trade on the London Stock Exchange but which were
also listed in the form of ADSs on the NYSE from October 29, 1998 until June
4,
2007. As such, the Company, through a third-party adviser, was able
to obtain trading volume information in the United States from Bloomberg with
respect to trading on the New York Stock Exchange and otherwise relied upon
data
for trading in the United Kingdom from the London Stock Exchange. The Company
believes that reliance on these sources of trading volume information is
reasonable. The Company is not aware of any other trading of any
significance outside of the United Kingdom and United States, and, to the extent
such trading takes place, the trading volume in the United States, as a
percentage of worldwide trading volume, would be lower than that
stated.
Item
5. Alternative Record Holder Information
Not
applicable.
Item
6. Debt Securities
Not
applicable.
Item
7. Notice Requirement
Pursuant
to Rule 12h-6(h), the Company published a notice of its intent to terminate
its
duty to file reports under section 13(a) or section 15(d) of the Exchange Act,
or both, by means of a press release issued on May 1, 2007. On this
date, such notice was posted on Bunzl’s website (www.bunzl.com) and
submitted on Form 6-K to the SEC.
Item
8. Prior Form 15 Filers
Not
applicable.
Part
II
Item
9. Rule 12g3-2(b) Exemption
The
Company intends to publish information required under Rule 12g3-2(b)(1)(iii)
on
the Company’s internet website at www.bunzl.com.
Part
III
Item
10. Exhibits
Not
applicable.
Item
11. Undertakings
The
undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time
before the effectiveness of its termination of reporting under Rule 12h-6,
it
has actual knowledge of information that causes it reasonably to believe that,
at the time of the filing of the Form 15F:
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1.
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The
average trading volume of its subject class of securities in the
United
States exceeded 5 percent of the average daily trading volume of
that
class of securities on a worldwide basis for the same recent 12-month
period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
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2.
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Its
subject class of securities was held of record by 300 or more United
States residents or 300 or more persons worldwide, if proceeding
under
Rule 12h-6(a)(4)(ii) or Rule 12h-6(c);
or
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3.
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It
otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h-6.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, Bunzl plc has duly
authorized the undersigned person to sign on its behalf this certification
on
Form 15F. In so doing, Bunzl plc certifies that, as represented on
this Form, it has complied with all the conditions set forth in Rule 12h-6
for
terminating its registration under section 12(g) of the Exchange Act, or its
duty to file reports under section 13(a) or section 15(d) of the Exchange Act,
or both.
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BUNZL
PLC
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Date:
June 6, 2007
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By:
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/s/
Paul
Nicholas Hussey
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Name: Paul
Nicholas Hussey |
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Title:
Company
Secretary |
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