As filed with the Securities and Exchange Commission on April 4, 2013

Registration No. 333-

 

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

of

 

DIRECT LINE INSURANCE GROUP PLC

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer’s name into English)

UNITED KINGDOM

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

One Wall Street, New York, N.Y. 10286

Telephone (212) 495-1727

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

The Bank of New York Mellon

ADR Division

One Wall Street, 11 th Floor

New York, N.Y. 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032

 

It is proposed that this filing become effective under Rule 466

[X] immediately upon filing

[ ] on (Date) at (Time)

If a separate statement has been filed to register the deposited shares, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each class
of Securities to be registered 		Amount to be registered Proposed
maximum aggregate price per unit (1) 		Proposed
maximum aggregate offering price (1) 		Amount of registration fee

American Depositary Shares evidenced by American Depositary Receipts,

each American Depositary Share representing Ordinary Shares of Direct Line Insurance Group plc

100,000,000 American Depositary Shares $0.05 $5,000,000 $682.00

(1) 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.

 

 
 

 

 

The prospectus consists of the proposed form of American Depositary Receipt filed as Exhibit 1 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    

Item Number and Caption

 

 

Location in Form of Receipt Filed Herewith as Prospectus

 

1. Name and address of depositary

 

  Introductory Article

2. Title of American Depositary Receipts and identity of deposited securities

 

  Face of Receipt, top center

Terms of Deposit:

 

   
(i)   The amount of deposited securities represented by one unit of American Depositary Receipts   Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities   Articles number 7 and 12
(iii)   The collection and distribution of dividends   Articles number 8 and 13
(iv)  The transmission of notices, reports and proxy soliciting material   Article number 7
(v)   The sale or exercise of rights   Articles number 4 and 8
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization   Articles number 8 and 11
(vii)  Amendment, extension or termination of the deposit agreement   Article number 13
(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts   Article number 2
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities   Articles number 1, 3, 11, 15 and 16
(x)   Limitation upon the liability of the depositary   Articles number 4, 5, 10 and 12
         

 

 

Item - 2. Available Information    
  Public reports furnished by issuer   Article number 7
 
 

 

 

Part II- Information Not Required in Prospectus.

 

 

 

Item – 3. Exhibits
   
1. Form of Deposit Agreement – The Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of Receipt itself, which is filed herewith as Exhibit 1.
   
   
4. Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
   
   
5. Certification under Rule 466. – Filed herewith as Exhibit 5.

 

 

 

 

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.

 

 
 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 April 4, 2013.

 

 

Legal entity created by the agreement for this issuance of American Depositary Receipts for Ordinary Shares of Direct Line Insurance Group plc.

 

 

 

By: The Bank of New York Mellon,
As Depositary

 

 

By: /s/ Joanne Di Giovanni Hawke

Name: Joanne Di Giovanni Hawke

Title: Managing Director

 

 

 

 

 
 

 

 

INDEX TO EXHIBITS

 

Exhibit
Number 		Exhibit

 

1 Form of Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of American Depositary Receipt itself.
   
   
4 Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered.
   
   
5 Certification under Rule 466.

 

 

 
 

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