As Filed with the Securities and
Exchange Commission on July 28, 2004. Registration No. 333-
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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
PRUDENTIAL PUBLIC LIMITED COMPANY
(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)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
388 Greenwich Street, New York, N.Y. 10013
Telephone (212) 816-6763
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
Jackson National Life Insurance Company
1 Corporate Way Lansing, MI 48951
Attn: General Counsel
Telephone (908) 203-2863
(Address, including zip code, and telephone number, including area code, of
agent for service)
Copies to:
Sebastian R. Sperber, Esq. Sara Hanks
Cleary, Gottlieb, Steen & Hamilton Clifford Chance US LLP
City Place House, 55 Basinghall Street 31 West 52nd Street
London EC2V 5EH, England New York, New York 10019
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time)
If a separate statement has been filed to register the deposited shares,
check the following box. [X]
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount aggregate price per aggregate offering Amount of
Securities to be registered to be registered unit(1) price(2) registration fee(3)
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American Depositary Shares evidenced
by American Depositary Receipts, each 50,000,000 U.S. $0.05 U.S. $500,000 U.S. $316.75
American Depositary Share representing American
one preference share of Prudential Depositary Shares
Public Limited Company (the "Shares").
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(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.
(3) A registration fee of U.S. $4,702,120 paid with respect to the Issuer's
Registration Statement No. 333-57586, filed on March 26, 2001 and relating
to 1,970,263,000 of the Issuer's ordinary shares which remain unsold,
is being offset against the registration fee of $316.75 which is currently
due.
The Issuer hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Issuer shall file
a further amendment which specifically states that this Registration Statement
shall become effective in accordance with Section 8(a) of the U.S. Securities
Act of 1933, as amended, or until the registration statement shall become
effective, on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(a) to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
CROSS REFERENCE SHEET
Item 1. Description of Securities to Be Registered
Location in Form of American
Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(1) Name and address of depositary Introductory Article
(2) Title of American Depositary Face of American Depositary Receipt,
Receipts and identity of top center
deposited securities
Terms of Deposit:
(i) The amount of deposited Face of American Depositary Receipt,
securities represented by one upper right corner
unit of American Depositary Shares
(ii) The procedure for voting, if Paragraphs (16) and (17)
any, the deposited securities
(iii) The collection and distribution Paragraphs (9), (14) and (16)
of dividends
(iv) The transmission of notices, Paragraphs (13), (14), (15), (16)
reports and proxy soliciting and (17)
material
(v) The sale or exercise of rights Paragraph (14), (16) and (18)
(vi) The deposit or sale of Paragraphs (14) and (18)
securities resulting from
dividends, splits or plans of
reorganization
(vii) Amendment, extension or Paragraphs (22) and (23)
termination of the Deposit
Agreement
(viii) Rights of holders of Receipts Paragraph (13)
to inspect the transfer
books of the depositary and
the list of holders of Receipts
(ix) Restrictions upon the right to Paragraphs (2), (3), (4), (6), (9)
deposit or withdraw the and (13)
underlying securities
(x) Limitation upon the liability Paragraphs (19) and (20)
of the depositary
(3) Fees and Charges Paragraph (4), (7) and (10)
Item 2. Available Information
Location in Form of American
Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
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(a) Statement that Prudential Paragraph (13)
Public Limited Company is
subject to the periodic
reporting requirements of the
Securities Exchange Act of 1934
and accordingly files certain
information with the
Commission, and that such
reports can be inspected by
holders of American Depositary
Receipts and copied at the
public reference facilities
maintained by the Commission
located at Judiciary Plaza, 450
Fifth Street, N.W., Washington
D.C. 20549.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(a) Form of Deposit Agreement. Form of the Deposit Agreement by and among
Prudential Public Limited Company (the "Company"), Citibank, N.A. (the
"Depositary") and all Holders and Beneficial Owners from time to time relating
to the American Depositary Receipts registered hereunder, including the Form of
American Depositary Receipt, is 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 issuer of the deposited securities in effect at any time
within the last three years. Not applicable.
(d) Opinion of counsel for the Depositary as to the legality of the
securities being registered. Filed herewith as Exhibit (d).
(e) Certification under Rule 466. Not applicable.
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Citibank
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
to be signed on its behalf by the undersigned, thereunto duly authorized, in The
City of New York, State of New York, on July 28, 2004.
Legal entity created by the
agreement for the issuance of
American Depositary Receipts for
shares of Prudential Public
Limited Company
By: CITIBANK, N.A.,
as Depositary
By: /s/ Susanna Mancini
Name: Susanna Mancini
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Prudential plc
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 Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
London, England, on July 28, 2004.
PRUDENTIAL PLC
By: /s/ Jonathan Bloomer
Name: Jonathan Bloomer
Title: Group Chief Executive
Know all persons by these presents that each of the undersigned constitutes
and appoints Jonathan Bloomer and Peter Maynard, jointly and severally, his or
her true and lawful attorneys-in-fact and agents with full and several power of
substitution, 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 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, this
Registration Statement has been signed by the following persons in the
capacities indicated on July , 2004.
By: /s/ David Clementi
Name: David Clementi
Title: Chairman
By: /s/ Jonathan Bloomer
Name: Jonathan Bloomer
Title: Group Chief Executive, Executive Director
By: /s/ Philip Broadley
Name: Philip Broadley
Title: Group Finance Director, Executive Director
By: /s/ Clark Manning
Name: Clark Manning
Title: President and Chief Executive Officer--Jackson National Life,
Executive Director
By: /s/ Michael McLintock
Name: Michael McLintock
Title: Chief Executive--M&G, Executive Director
By: /s/ Mark Norbom
Name: Mark Norbom
Title: Chief Executive--Prudential Corporation Asia, Executive Director
By: /s/ Mark Wood
Name: Mark Wood
Title: Chief Executive--U.K. and European Operations, Executive Director
By: __________________________________
Name: Bart Becht
Title: Non-Executive Director
By: /s/ Bridget Macaskill
Name: Bridget Macaskill
Title: Non-Executive Director
By: /s/ Rob Rowley
Name: Rob Rowley
Title: Non-Executive Director
By: /s/ James Ross
Name: James Ross
Title: Non-Executive Director
By: /s/ Roberto Mendoza
Name: Roberto Mendoza
Title: Non-Executive Director
By: /s/ Kathleen O'Donovan
Name: Kathleen O'Donovan
Title: Non-Executive Director
By: /s/ Andrew Crossley
Name: Andrew Crossley
Title: Director, Group Finance and Risk
By: /s/ Thomas Meyer
Name: Thomas Meyer
(on behalf of Jackson National Life Insurance Company)
Title: Authorized Representative]
INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a) Form of Deposit Agreement.
(d) Opinion of Clifford Chance US LLP, United States counsel for the
Depositary, as to the legality of the securities being registered.
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