333-11210
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
-----------------------------------------
BRITISH ENERGY PLC
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer's name into English)
-----------------------------------------
Scotland
(Jurisdiction of Incorporation or organization of Issuer)
------------------------------
JPMORGAN CHASE BANK
===================
(Exact name of depositary as specified in its charter)
1 Chase Manhattan Plaza, New York,
New York 10081
Tel. No.: (212) 552-4944
(Address, including zip code, and telephone
number of depositary's principal offices)
------------------------------
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number of agent for service)
With copies to:
Scott A. Ziegler, Esq. John W. Connolly III, Esq.
Ziegler, Ziegler & Associates LLP Clifford Chance
570 Lexington Avenue, 44th Floor 200 Aldersgate Street
New York, New York 10022 London EC1A 4JJ UK
It is proposed that this filing become effective under Rule 466
[_] immediately upon filing [X] on March 17, 2003 at 4:30 p.m.
If a separate registration statement has been filed to register the
deposited shares, check the following box.
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of to be Price Per Offering Registra-
Securities to be Registered Registered Unit Price tion Fee
-------------------------------------------------------------------------------------------------------------------------
American Depositary Shares
evidenced by American Depositary
Receipts, each American
Depositary Share representing 75 ordinary shares of British
Energy plc N/A N/A N/A N/A
=========================================================================================================================
This Post-Effective Amendment to Registration Statement on Form F-6 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.
The Prospectus consists of the form of American Depositary Receipt
("ADR") included as Exhibit A to the form of Amended and Restated Deposit
Agreement filed as Exhibit (a) to this Post-Effective Amendment to Registration
Statement on Form F-6, which is incorporated herein by reference.
2
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Location in Form of
Item Number ADR Filed Herewith
and Caption as Prospectus
----------- ------------------
1. Name of depositary and Face, introductory paragraph
address of its principal and final sentence on face.
executive office
2. Title of ADR and identity Face, top center and
of deposited securities introductory paragraph
Terms of Deposit
(i) The amount of deposited Face, upper right corner
securities represented by and introductory
one unit of ADRs paragraph
(ii) The procedure for voting, Reverse, paragraph (12)
if any, the deposited
securities
(iii) The collection and Face, paragraphs (4), (5) and
distribution of dividends (7); Reverse, paragraph (10)
(iv) The transmission of Face, paragraphs (3) and (8);
notices, reports and Reverse, paragraph (12)
proxy soliciting material
(v) The sale or exercise of Face, paragraphs (4) and (5);
rights Reverse, paragraph (10)
(vi) The deposit or sale of Face, paragraphs (4) and (5);
securities resulting from Reverse, paragraphs (10)
dividends, splits or plans and (13)
of reorganization
(vii) Amendment, extension or Reverse, paragraphs (16)
termination of the deposit and (17) (no provision
agreement for extension)
I-1
Location in Form of
Item Number ADR Filed Herewith
and Caption as Prospectus
----------- -------------------
(viii) Rights of holders of ADRs Face, paragraph (3)
to inspect the transfer books
of the Depositary and the
lists of holders of ADRs
(ix) Restrictions upon the right to Face, paragraphs (1), (2),
deposit or withdraw the (4) and (5)
underlying securities
(x) Limitation upon the liability Reverse, paragraph (14)
of the Depositary and/or the
Company
3. Description of all fees and Face, paragraph (7)
charges which may be imposed
directly or indirectly against
the holders of ADRs
Item 2. AVAILABLE INFORMATION
Location in Form of
Item Number ADR Filed
and Caption Herewith as Prospectus
----------- ----------------------
2(b) Statement that the foreign Face, paragraph (8)
issuer 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
I-2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Amended and Restated Deposit Agreement dated as of March 18,
2003 among British Energy plc, JPMorgan Chase Bank, as depositary (the
"Depositary"), and all holders from time to time of ADRs issued thereunder (the
"Deposit Agreement"). Filed herewith.
(b) Any other agreement, to which the Depositary is a party, relating to
the issuance of the Depositary Shares registered hereby or custody of the
deposited securities represented thereby. - None.
(c) Any 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. - None.
(d) Opinion of counsel to the Depositary, as to the legality of the
securities to be registered.*
(e) Certification under Rule 466. Filed herewith.
-----------------------
*previously filed
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.
II-1
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
JPMorgan Chase Bank, on behalf of the legal entity created by the Deposit
Agreement, certifies that it has reasonable grounds to believe that all of the
requirements for filing on Form F-6 are met and has duly caused this
Post-Effective Amendment to 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 March 11, 2003.
Legal entity created by the form of Deposit
Agreement for the issuance of ADRs evidencing
American Depositary Shares
By: JPMORGAN CHASE BANK, in its capacity as
Depositary
By: /s/ Jordana Chutter
------------------------------
Name: Jordana Chutter
Title: Vice President
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, British Energy
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
Post-Effective Amendment to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized on March 10, 2003.
BRITISH ENERGY PLC
By: /s/ Michael Alexander
----------------------------
Name: Michael Alexander
Title: Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Alexander and Robert Armour and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, with the power of substitution and resubstitution,
for him and in his 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 to file the same, with all exhibits thereto and
other documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents and each
of them, 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 for all
intents and purposes as he or she might or could do in person, 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.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration on Form F-6 Statement has been signed
by the following persons in the capacities indicated on March 10, 2003.
Name Title
---- -----
/s/ Adrian Montague Chairman
-----------------------------
Adrian Montague
/s/ Michael Alexander Chief Executive Officer
-----------------------------
Michael Alexander
II-3
Name Title
---- -----
/s/ Clare Spottiswoode Independent Director
--------------------------
Clare Spottiswoode
/s/ Sir Robert Hill Independent Director
--------------------------
Sir Robert Hill
/s/ Ian Harley Independent Director
--------------------------
Ian Harley
/s/ Duncan Hawthorne Independent Director
--------------------------
Duncan Hawthorne
/s/ David Gilchrist Director
--------------------------
David Gilchrist
/s/ Keith Lough Director and Group Finance
-------------------------- Director
Keith Lough
/s/ Les Campbell Principal Accounting Officer
--------------------------
Les Campbell
/s/Brian Bruce Authorized Representative in
-------------------------- the United States
Brian Bruce
II-4
Index to Exhibits
-----------------
Sequentially
Exhibit Numbered
Number Page
-------- -------------
(a) Form of Amended and Restated
Deposit Agreement dated as of
March 18, 2003 among British
Energy plc, JPMorgan Chase Bank,
as depositary (the "Depositary"),
and all holders from time to time
of ADRs issued thereunder
(d) Opinion of Ziegler, Ziegler & Altman LLP,
counsel to the Depositary, as to the
legality of the securities to be
registered.