[F-6] 3i GROUP PLC SEC Filing

Digital Securities Depository Corporation, Inc. filed a Form F-6 to register 10,000,000 American Depositary Shares (ADSs) for 3i Group plc.

Rhea-AI Filing Summary

Digital Securities Depository Corporation, Inc. filed a Form F-6 to register 10,000,000 American Depositary Shares (ADSs) for 3i Group plc. Each ADS represents the right to receive one ordinary share of 3i Group plc, a company incorporated in the United Kingdom. The maximum aggregate offering price used solely to calculate the SEC fee is $500,000, resulting in a registration fee of $76.55 under Rule 457(k). The filing states that the prospectus will consist of the form of American Depositary Receipt and related terms, and it describes how dividends, voting, notices, and other holder rights are handled through the depositary structure.

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Accepted by SEC EDGAR 12/18/2025 - 01:02 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on December 16, 2025

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

Name of the Company

3i Group plc

N/A

(Translation of issuer’s name into English)

United Kingdom

(Jurisdiction of incorporation or organization of issuer)

Digital Securities Depository Corporation, Inc.

(Exact name of depositary as specified in its charter)

The Malin

32 Mercer Street, 3rd Floor

New York, New York 10013

917-892-1059

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

Compliance Oversight and Governance Provided By

Rialto Markets LLC

256 Patrick Mill Circle

Ponte Verda Beach, FL 32082 USA

(917) 575-2601

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

Copies to:

John A. Coleman, Jr.

John A. Coleman, Jr., Esq., P.C.

488 Madison Avenue, Suite 2001, New York, New York 10022

It is proposed that this filing become effective under Rule 466

(check appropriate box)

 ☐ 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 (2)	Amount of registration fee
American Depositary Shares (ADS(s)), each ADS representing the right to receive one ordinary share of 3i Group plc (the “Company”)	10,000,000 American Depositary Shares	$0.05	$500,000	$76.55

(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 such Receipts evidencing American Depositary Shares.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The prospectus consists of the proposed Form of American Depositary Receipt and Statement of Terms and Conditions filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

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 the depositary		Introductory Article
	2.		Title of American Depositary Shares and identity of deposited securities		Face of Receipt, top center
			Terms of Deposit
			(i)    The amount of deposited securities represented by each American Depositary Share		Face of Receipt, upper right corner
			(ii)   The procedure for voting, if any, the deposited securities		Articles number 8 and 12
			(iii)  The collection and distribution of dividends		Articles number 9 and 13
			(iv)  The transmission of notices, reports and proxy soliciting material		Article number 8
			(v)   The sale or exercise of rights		Articles number 4 and 9
			(vi)  The deposit or sale of securities resulting from dividends, splits, or plans of reorganization		Articles number 9 and 11
			(vii) Amendment, extension, or termination of the deposit agreement		Article number 13 and 17
			(viii) Rights of holders of American Depositary Shares to inspect the transfer books of the depositary and the list of holders of American Depositary Shares		Article number 3
			(ix)  Restrictions upon the right to deposit or withdraw the underlying securities		Articles number 2, 3, 4, 6, 11, 12 and 14
			(x)   Limitation upon the liability of the depositary		Articles number 5, 8, 9, 12, 13 and 18

Item - 2. Available Information

Statement that as of the date of the establishment of the program for issuance of American Depositary Shares by the Depositary, based on the reasonably good faith belief of the Depositary, after limited investigation, the Registrant represents that, as of the date hereof, the foreign issuer publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended or on its Internet Web site (with the location of such Internet Web site) or through an electronic information delivery system generally available in its primary trading market Article number 8

 Part II- Information Not Required in Prospectus.

Item – 3. Exhibits

	a.		Form of American Depositary Receipt and Statement of Terms and Conditions, constituting the Prospectus filed a part of this Registration Statement, which contains the form of agreement relating to the American Depositary Shares registered hereunder. – Filed herewith as Exhibit a.
	b.		Membership Agreement between Rialto Markets LLC and the Digital Securities Depositary Corporation – Filed herewith as Exhibit b.
	c.		Rialto Markets LLC FINRA Membership Agreement - filed herewith as Exhibit c.
	d.		Opinion of John A. Coleman, Jr., Esq., P.C., counsel for the Depositary, as to the legality of the securities to be registered. – Filed herewith as Exhibit d.
	e.		Certification under Rule 466. — Not applicable.
	f.		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.

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 Shares, 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 American Depositary Shares thirty days before any change in the fee schedule.

 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Digital Securities Depository Corporation, Inc., on behalf of the legal entity created by the agreement for the issuance of American Depositary Shares,  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 State of New York, on December XX, 2025.

Legal entity created by the agreement for the issuance of American Depositary Shares for the common stock of 3i Group plc.

By: Digital Securities Depositary Corporation

As Depositary

By: /s/ Alistair Jones

Name: Alistair Jones

Title: CEO

INDEX TO EXHIBITS

	Exhibit Number		Exhibit
	a.		Form of American Depositary Receipt and Statement of Terms and Conditions, which contains the form of deposit agreement relating to the American Depositary Shares registered hereunder.
	b.		Membership Agreement between Rialto Markets LLC and the Digital Securities Depositary Corporation – Filed herewith as Exhibit b.
	c.		Rialto Markets LLC FINRA Membership Agreement - filed herewith as Exhibit c.
	d.		Opinion of John A. Coleman, Jr., Esq., P.C., counsel for the Depositary, as to the legality of the securities to be registered. – Filed herewith as Exhibit d.