As filed with the Securities
and Exchange Commission on October 24, 2025 |
Registration No. 333-290260 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY
SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
_____________
LONDON STOCK EXCHANGE GROUP 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)
____________________________________
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
_____________
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number,
including area code, of depositary’s principal executive offices)
_____________
United Agent
Group, Inc.
600 Mamaroneck Avenue #400
Harrison, NY 10528
(561) 694-8107
(Address, including zip code, and telephone number,
including area code, of agent for service)
____________________________________
Copies to:
|
Michael Levitt, Esq.
Jeremy Barr, Esq.
Freshfields US LLP
3 World Trade Center
175 Greenwich Street
New York, New York 10007
(212) 277-4000 |
Herman H. Raspé, Esq.
Jean-Claude Lanza, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2000 |
| It is proposed that this filing become effective under Rule 466: |
☐ immediately upon filing. |
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|
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☐ on (Date) at
(Time). |
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|
| If a separate registration 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* |
Proposed Maximum
Aggregate Offering Price** |
Amount of
Registration Fee |
| American Depositary Shares (ADS(s)), each ADS representing the right to receive one-fourth (1/4) of one ordinary share of London Stock Exchange Group plc (the “Company”) |
300,000,000 ADSs |
$5.00 |
$15,000,000.00 |
$2,296.50*** |
| |
|
* Each
unit represents 100 ADSs.
** 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 ADSs.
*** Previously
paid.
|
|
This registration
statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933 or such earlier
time as declared effective by the Securities and Exchange Commission. |
EXPLANATORY NOTE
This Amendment No. 1 to the
registration statement on Form F-6 (File No.: 333-290260) (the “Registration Statement”) is being filed solely for the purpose
of amending the cover page hereto to replace the delaying amendment language pursuant to Section 8(a) of the Securities Act of 1933, as
amended. No changes have been made to the Registration Statement other than this explanatory note and the revised version of the cover
page of the Registration Statement.
This Amendment No. 1 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.
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 American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus |
| |
|
|
| 1. |
Name of Depositary and address of its principal executive office |
|
Face of Receipt - Introductory Article. |
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| 2. |
Title of Receipts and identity of deposited securities |
|
Face of Receipt - Top Center. |
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|
| Terms of Deposit: |
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|
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(i) |
The amount of deposited securities represented by one American Depositary Share (“ADSs”) |
|
Face of Receipt - Upper right corner. |
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(ii) |
The procedure for voting, if any, the deposited securities |
|
Reverse of Receipt - Paragraphs (17)
and (18). |
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|
|
|
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(iii) |
The collection and distribution of dividends |
|
Reverse of Receipt - Paragraph (15). |
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(iv) |
The transmission of notices, reports and proxy soliciting material |
|
Face of Receipt - Paragraph (14);
Reverse of Receipt - Paragraph (18). |
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(v) |
The sale or exercise of rights |
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Reverse of Receipt – Paragraphs (15)
and (17). |
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|
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
|
Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (15) and (17). |
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(vii) |
Amendment, extension or termination of the deposit agreement |
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Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). |
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(viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs |
|
Face of Receipt - Paragraph (14). |
|
Item Number and Caption |
|
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus |
| |
|
|
|
|
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities |
|
Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10). |
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(x) |
Limitation upon the liability of the Depositary |
|
Face of Receipt - Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21). |
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| 3. |
Fees and charges which may be imposed directly or indirectly on holders of ADSs |
|
Face of Receipt - Paragraph (11). |
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| Item 2. |
AVAILABLE INFORMATION |
|
Face of Receipt - Paragraph (14). |
The Company publishes the
information contemplated in Rule 12g3-2(b)(2)(i) under the United States Securities Exchange Act of 1934, as amended (the “Exchange
Act”) on its internet website. As of the date hereof the Company’s internet website is https://www.lseg.com/en. The information
so published by the Company may not be in English, except that the Company is required, in order to maintain its exemption from the Exchange
Act reporting obligations pursuant to Rule 12g3-2(b), to translate such information into English to the extent contemplated in Rule 12g3-2(b).
The information so published by the Company cannot be retrieved from the internet website of the United States Securities and Exchange
Commission (the “Commission”), and cannot be inspected or copied at the public reference facilities maintained by the
Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.
PROSPECTUS
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 Amendment No.
1 to Registration Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| (a) | Form of Deposit Agreement, by and among London Stock Exchange Group plc (the “Company”),
Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares
issued thereunder (“Deposit Agreement”). ___ 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. ___ None. |
| (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. ___ None. |
| (d) | Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___
Previously filed with the Commission on September 15, 2025 (Reg. No. 333-290260) and incorporated herein by reference. |
| (e) | Certificate under Rule 466. ___ None. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Previously
filed with the Commission on September 15, 2025 (Reg. No. 333-290260) and incorporated herein by reference. |
| (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States,
for inspection by holders of ADSs, 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 amount of fees charged is 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 ADS
thirty (30) days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement,
by and among London Stock Exchange Group plc, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of
American Depositary Shares to be 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 Amendment No. 1 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 the 24th day of October 2025.
| |
Legal entity created by the Deposit Agreement
under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right
to receive one fourth (1/4) of one ordinary share of London Stock Exchange Group plc.
CITIBANK, N.A., solely in its capacity as Depositary |
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By: |
/s/ Leslie DeLuca |
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Name: Leslie DeLuca |
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Title: Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, London Stock Exchange Group 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 Amendment No. 1 to Registration Statement on Form F-6 to be signed
on its behalf by the undersigned thereunto duly authorized, in London, England, on October 24, 2025.
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LONDON STOCK EXCHANGE GROUP PLC |
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By: |
/s/ Michel-Alain Proch |
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Name: Michel-Alain Proch |
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Title: Chief Financial Officer |
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following
persons in the following capacities on October 24, 2025.
| Signature |
|
Title |
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*
Donald Robert
|
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Chairman
|
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*
David Schwimmer
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Chief Executive Officer and Director
(Principal Executive Officer) |
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*
Michel-Alain Proch
|
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Chief Financial Officer and Director
(Principal Financial and Accounting Officer) |
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*
Cressida Hogg
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Senior Independent Director |
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*
Dominic Blakemore
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Non-Executive Director |
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*
Kathleen DeRose
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Non-Executive Director |
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*
William Vereker
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Non-Executive Director |
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| * By: |
/s/ Lisa Condron |
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Attorney-in-Fact |
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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 America, has signed this Amendment No. 1
to Registration Statement on Form F-6 in New York, United States, on October 24, 2025.
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Authorized Representative in the United States |
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|
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By: |
/s/ Katie Holmes |
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Name: Katie Holmes |
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Title: Legal Director, Corporate - Americas |
Index to Exhibits
| Exhibit |
Document |
Sequentially
Numbered Page |
| |
|
|
| (a) |
Form of Deposit Agreement |
|
II-7
