Unassociated Document
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Rule
424(b)(3) 333-119099
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EFFECTIVE
FEBRUARY 5, 2007, THE ORDINARY SHARES OF THE COMPANY ARE DENOMINATED
IN
U.S. DOLLARS, PAR VALUE $0.009 PER ORDINARY SHARE
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Each
ADS represents
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Ten
Shares
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AMERICAN
DEPOSITARY RECEIPTS
evidencing
AMERICAN
DEPOSITARY SHARES
representing
Ordinary
Shares
of
SIGNET
GROUP PLC
(Incorporated
under the laws of England)
No.
____________________________
DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Depositary (the “Depositary”), hereby certifies
that _______________ is the owner of ______________ American Depositary Shares,
representing deposited Ordinary Shares (“Shares”), or evidence of rights to
receive such, of SIGNET GROUP plc (the “Company”). At the date hereof, each
American Depositary Share represents ten (10) Shares or evidence of rights
to
receive such Shares deposited under the Deposit Agreement (hereinafter defined)
at the Edinburgh office of State Street Bank & Trust Company, as Custodian
(the “Custodian”).
(1) The
Deposit Agreement.
This
American Depositary Receipt is one of the American Depositary Receipts (the
“Receipts”) issued and to be issued upon the terms and conditions set forth in
the Amended and Restated Deposit Agreement, dated as of June 20, 1988, as
amended and restated as of October 24, 1990 and June 27, 1997 and September
4,
1997, as further amended and restated as of September 23, 2004 (as it may be
amended from time to time, the “Deposit Agreement”) by and among the Company,
the Depositary and the Holders from time to time of Receipts issued thereunder,
each of whom by accepting a Receipt agrees to become a party thereto and becomes
bound by all the terms and provisions thereof and hereof. The Deposit Agreement
sets forth the rights and obligations of Holders of Receipts and the rights
and
duties of the Depositary in respect of the Shares deposited thereunder and
any
and all other securities, property and cash from time to time received in
respect of, or in lieu of such Shares and held thereunder (such Shares,
securities, property and cash are herein called the “Deposited Securities”).
Copies of the Deposit Agreement and the Articles (as defined in the Deposit
Agreement) are on file at the Corporate Trust Office of the Depositary (as
defined in the Deposit Agreement), the office of the Custodian and at any other
designated transfer offices. The statements made on the face and the reverse
of
this Receipt are summaries of certain provisions of the Deposit Agreement and
are qualified by and subject to the detailed provisions thereof, to which
reference is hereby made. The Depositary makes no representation or warranty
as
to the validity or worth of the Deposited Securities.
(2) Surrender
of Receipts and Withdrawal of Shares.
Upon
surrender at the Corporate Trust Office of the Depositary of the American
Depositary Shares evidenced by this Receipt for the purpose of withdrawal of
the
Deposited Securities represented thereby, and upon payment of the fee of the
Depositary provided for in paragraph (6) on the face of this Receipt, and
payment of all taxes and governmental charges and, subject to the terms and
conditions of the Deposit Agreement, the Memorandum, the Articles and the
Deposited Securities, the Holder hereof is entitled to the delivery to such
Holder or upon the order of such Holder of the Deposited Securities at the
time
represented by the American Depositary Shares evidenced by this Receipt.
Delivery of such Deposited Securities may be made by the delivery of
certificates (or other proper documents of title) in the name of the Holder
hereof or as ordered by such Holder or by the delivery of certificates (or
other
proper documents of title) properly endorsed or accompanied by proper
instruments of transfer. Such delivery will be made without unreasonable delay
and, at the option of the Holder hereof, shall be made either at the London
office of the Custodian or, at the request of the Holder hereof, the Depositary
shall direct the Custodian to forward such Deposited Securities and proper
documents of title therefor to the Corporate Trust Office of the Depositary
in
the Borough of Manhattan, The City of New York; provided
that the
forwarding of certificates for Shares or other Deposited Securities for such
delivery at the Corporate Trust Office of the Depositary shall be at the risk
and expense of the Holder hereof.
(3) Transfers,
Split-ups and Combinations; Limitations.
This
Receipt is transferable on the books of the Depositary by the Holder hereof
in
person or by duly authorized attorney, upon surrender of this Receipt at any
designated transfer office properly endorsed or accompanied by proper
instruments of transfer and duly stamped as may be required by applicable law;
provided
that the
Depositary may close the transfer books, at any time or from time to time,
after
consultation with the Company, when deemed expedient by it in connection with
the performance of its duties under the Deposit Agreement or at the request
of
the Company. This Receipt may be split into other Receipts or may be combined
with other Receipts into one Receipt, evidencing the same aggregate number
of
American Depositary Shares as the Receipt or Receipts surrendered. As a
condition precedent to the execution and delivery, registration of transfer,
split-up, combination or surrender of any Receipt or transfer and withdrawal
of
any Deposited Securities, the Depositary or the Custodian may require payment
from the presentor of the Receipt or the depositor of the Shares of a sum
sufficient to reimburse it for any tax or other governmental charge with respect
thereto (including any such tax or charge with respect to Shares being
deposited, Receipts being issued or Deposited Securities being withdrawn),
and
any stock transfer or registration fees in effect for the registration of
transfers of Shares or other Deposited Securities upon any applicable register
and any applicable fees as provided in paragraph (6) on the face of this
Receipt, and may require the production of proof satisfactory to it as to the
identity and genuineness of any signature and may also require generally or
against deposits of particular Shares compliance with such regulations, if
any,
as the Depositary may establish consistent with the provisions of the Deposit
Agreement.
The
Depositary may refuse to deliver Receipts, register the transfer of any Receipt,
or make any distribution of, or related to, Deposited Securities until it or
the
Custodian has received such proof of citizenship, residence, exchange control
approval, legal or beneficial ownership or other information as it may deem
necessary or proper to enable it to perform its obligations under the Deposit
Agreement or as the Company may require by written request to the Depositary
or
Custodian. After consultation with the Company, if practicable, the delivery
of
Receipts against the deposits of Shares may be suspended or withheld,
registration of transfer or surrender of Receipts may be refused or suspended,
in particular instances or generally during any period when the transfer books
of the Depositary, the Receipt Registrar, the Company or any Share Registrar
(as
defined in the Deposit Agreement) are closed or if any such action is deemed
necessary or advisable by the Depositary or the Company at any time from time
to
time because of any requirement of law or of any government or governmental
authority or body or commission, or any provision of the Deposit Agreement.
Notwithstanding the foregoing, the surrender of outstanding Receipts and
withdrawal of Deposited Securities may not be suspended subject only to (i)
temporary delays caused by closing the transfer books of the Depositary, or
the
Company or the deposit of Shares in connection with voting at a shareholders'
meeting or the payment of dividends or the conversion or redemption of Shares
(ii) the payment of fees, taxes and similar charges, and (iii) compliance with
any laws or governmental regulations relating to the Receipts or to the
withdrawal of the Deposited Securities. Without limitation of the foregoing,
the
Depositary will not knowingly accept for deposit under the Deposit Agreement
any
Shares required to be registered pursuant to the provisions of the United States
Securities Act of 1933, unless a registration statement is in effect as to
such
Shares.
(4) Liability
of Holder for Taxes.
If any
tax or other governmental charge shall become payable by the Custodian or the
Depositary with respect to this Receipt or any Deposited Securities represented
by this Receipt, such tax or other governmental charge shall be payable by
the
Holder hereof to the Depositary. The Depositary may refuse to effect any
registration of transfer of this Receipt or any transfer, withdrawal or
conversion of Deposited Securities represented by this Receipt, until such
payment is made, and may withhold any dividends or distributions in respect
of
any Deposited Securities, other cash distributions constituting Deposited
Securities represented by this Receipt, or may sell for the account of the
Holder hereof any part or all of the Deposited Securities represented by this
Receipt, and may apply such dividends or other distributions or proceeds of
any
such sale in payment of such tax or other governmental charge, the Holder hereof
remaining liable for any deficiency.
(5) Warranties
by Depositor.
Every
person depositing Shares under the Deposit Agreement shall be deemed thereby
to
represent and warrant that any such Shares and each certificate therefor are
validly issued and outstanding, fully paid, non-assessable and not subject
to
preemptive rights, and that the person making such deposit is duly authorized
to
do so. Every such person shall also be deemed to represent that the deposit
of
Shares or sale of Receipts by that person is not restricted or will only be
effected pursuant to an exemption under the Securities Act of 1933. Such
representations and warranties shall survive the deposit of Shares and issuance
of Receipts.
(6) Charges
of Depositary.
The
Depositary shall charge the following fees for the services performed under
the
terms of the Deposit Agreement: (i) to any person to whom American Depositary
Shares are issued upon the deposit of Shares or to any person to whom a
distribution is made in respect of American Depositary Share distributions
pursuant to stock dividends or other free distributions of stock,
bonus distributions, stock splits or
other
distributions (except where converted to cash), a fee not in excess of U.S.
$
5.00 per 100 American Depositary Shares (or fraction thereof) so issued under
the terms of the Deposit Agreement to be determined by the Depositary; (ii)
to
any person surrendering American Depositary Shares for cancellation and
withdrawal of Deposited Securities including, inter
alia,
cash
distributions made pursuant to a cancellation or withdrawal, a fee not in excess
of U.S. $ 5.00 per 100 American Depositary Shares (or fraction thereof) so
surrendered; (iii) to the extent not prohibited by the exchange upon which
the
American Depositary Shares are primarily quoted, to any Holder of American
Depositary Shares, a fee not in excess of U.S. $ 2.00 per 100 American
Depositary Shares held for the distribution of cash proceeds, including cash
dividends or sale of rights and other entitlements, not made pursuant to a
cancellation or withdrawal, provided, however, that no fee shall be payable
upon
distribution of cash dividends so long as the charging of such fee is prohibited
by the exchange upon which the American Depositary Shares are listed; (iv)
to
any holder of American Depositary Shares, a fee not in excess of U.S. $ 5.00
per
100 American Depositary Shares (or portion thereof) issued upon the exercise
of
rights or which would have been issued in the event the Holder elects to sell
the rights. In addition, Holders and persons depositing Shares for deposit
and
persons surrendering American Depositary Shares for cancellation and withdrawal
of Deposited Securities will be required to pay the following charges: (i)
taxes
(including applicable interest and penalties) and other governmental charges;
(ii) such registration fees as may from time to time be in effect for the
registration of Shares or other Deposited Securities with the Foreign Registrar
and applicable to transfers of Shares or other Deposited Securities to or from
the name of the Custodian, the Depositary or any nominees upon the making of
deposits and withdrawals, respectively; (iii) such cable, telex , facsimile
and
electronic transmission and delivery expenses as are expressly provided in
the
Deposit Agreement to be at the expense of the person depositing or withdrawing
Shares or Holders of American Depositary Shares; (iv) the expenses and charges
incurred by the Depositary in the conversion of foreign currency; (v) such
fees
and expenses as are incurred by the Depositary in connection with compliance
with exchange control regulations and other regulatory requirements applicable
to Shares, Deposited Securities, American Depositary Shares and Receipts;
(vi) the
fees
and expenses incurred by the Depositary in connection with the delivery of
Deposited Securities, including any fees of a central depository for securities
in the local market, where applicable; and (vii) any additional reasonable
fees,
charges, costs or expenses that may be incurred by the Depositary from time
to
time. Any other charges and expenses of the Depositary under the Deposit
Agreement will be paid by the Company after consultation and upon agreement
between the Depositary and the Company. All fees and charges may, at any time
and from time to time, be changed by agreement between the Depositary and
Company but, in the case of fees and charges payable by Holders, only in the
manner contemplated by paragraph (20) of this Receipt.The Depositary may retain
for its own account any compensation for the issuance of Receipts against
evidence of rights to receive Shares, including without limitation earnings
on
the collateral securing such rights.
(7) Title
to Receipts.
Title
to this Receipt (and to the American Depositary Shares evidenced hereby), when
properly endorsed or accompanied by proper instruments of transfer, is
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided
that the
Company and the Depositary, notwithstanding any notice to the contrary, may
treat the person in whose name this Receipt is registered on the books of the
Depositary as the absolute owner hereof for the purpose of determining the
person entitled to any distribution of dividends or other distributions or
to
any notice provided for in the Deposit Agreement and for all other
purposes.
(8) Validity
of Receipt.
This
Receipt shall not be entitled to any benefits under the Deposit Agreement or
be
valid or obligatory for any purpose, unless this Receipt shall have been
executed by the Depositary by the manual signature of a duly authorized
signatory or, if a Receipt Registrar shall have been appointed, by the manual
signature of a duly authorized signatory of the Receipt Registrar or any
co-registrar, and such execution of this Receipt by manual signature shall
be
conclusive evidence, and the only evidence, that this Receipt has been duly
executed and delivered under the Deposit Agreement.
(9) Disclosure
of Interests.
Notwithstanding any other provision of the Deposit Agreement, and without
prejudice to the disclosure obligations in respect of Shares contained in the
Articles and the Companies Act 1985 of Great Britain, as amended or re-enacted
from time to time, (the “Companies Act”) and the remedies of the Company under
the Articles and the Companies Act for noncompliance therewith, each Holder
agrees to comply with requests from the Company or the Depositary made under
the
Articles or the Companies Act as it currently exists at the date of the Deposit
Agreement or as the same may be amended or modified or under any similar law
as
may be enacted requiring disclosure of interest in Shares, to provide
information, inter
alia,
as to
the capacity in which such Holder owns or owned Receipts and regarding the
identity of any other person interested (as defined in the Companies Act) in
such Receipts and the nature of such interest, all as if such Receipts were
to
the extent practicable the Shares represented thereby, and the Depositary agrees
to use its reasonable best efforts to forward any such requests from the Company
to the Holder or to take any other reasonable actions specified by the Company
to provide or obtain such information.
In
addition, Holders of Receipts shall comply with the provisions of Part VI of
the
Companies Act which requires a person interested in shares (within the meaning
of the Companies Act) in certain circumstances, to notify the Company of such
interest.
(10) Available
Information.
The
Company will furnish the Securities and Exchange Commission with certain public
reports and documents required by foreign law or otherwise under the Securities
Exchange Act of 1934. Such reports and other information and any reports or
other information which the Company may at any time be required to provide
or to
file with the Commission may be inspected and copied at the public reference
facilities maintained by the Commission located at the date of the Deposit
Agreement at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549.
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Dated:
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DEUTSCHE
BANK TRUST COMPANY
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AMERICAS,
as Depositary
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By
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__________________________
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(Title)
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As
of the
date of the Deposit Agreement, the address of the Depositary’s Office is 60 Wall
Street, New York, New York 10005.
[FORM
OF
REVERSE OF RECEIPT]
SUMMARY
OF CERTAIN ADDITIONAL PROVISIONS
OF
THE
DEPOSIT AGREEMENT
(11) Dividends
and Distributions.
Whenever the Depositary or the Custodian shall receive any cash dividend or
other cash distribution by the Company in respect of any Deposited Securities,
the Depositary shall as soon as is reasonably practicable, subject to the
provisions of Section 4.05 of the Deposit Agreement, distribute the amount
thus
received to the Holders of Receipts entitled thereto, in proportion to the
number of American Depositary Shares representing such Deposited Securities
evidenced by Receipts held by them respectively; provided
that in
the event that the Company, the Custodian or the Depositary shall be required
to
withhold and does withhold from any cash dividend or other cash distribution
in
respect of any Deposited Securities an amount on account of taxes, the amount
distributed to the Holder of Receipts for American Depositary Shares
representing such Deposited Securities shall be reduced accordingly. If at
any
time the Depositary shall determine that in its judgment any foreign currency
received by the Depositary is not convertible on a reasonable basis into U.S.
dollars distributable to the Holders of Receipts entitled thereto and
transferable to the United States, or if any approval or license of any
governmental authority or agency thereof which is required for such conversion
is denied or if in the opinion of the Depositary is not obtainable, or if any
such approval or license is not obtained within a reasonable period as
determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such Foreign
Currency) received by the Depositary to, or in its discretion may hold such
foreign currency proceeds for the respective accounts of, the Holders of
Receipts entitled to receive the same. If any such conversion of Foreign
Currency, in whole or in part, can be effected for distribution to some Holders
of Receipts entitled thereto, the Depositary may in its discretion make such
conversion and distribution in U.S. dollars to the extent permissible to the
Holders of Receipts entitled thereto for whom such conversion and distribution
is practicable and may distribute the balance of the foreign currency received
by the Depositary to, or hold such balance for the respective accounts of,
the
Holders entitled thereto for whom such conversion and distribution is not
practicable.
Whenever
the Depositary shall receive any distribution other than cash or Shares upon
any
Deposited Securities, the Depositary shall cause the securities or property
which it so receives to be distributed to the Holders of Receipts entitled
thereto, in proportion to the number of American Depositary shares representing
such Deposited Securities evidenced by Receipts held by them, respectively,
in
any manner that the Depositary may deem equitable and practicable for
accomplishing such distribution; provided
that, if
in the opinion of the Depositary any distribution other than cash or Shares
upon
any Deposited Securities cannot be made proportionately among the Holders of
Receipts entitled thereto, or if for any other reason (including any requirement
that the Company or the Depositary withhold an amount on account of taxes)
the
Depositary, after consultation with the Company, deems such distribution not
to
be feasible, the Depositary may, with the Company’s approval, adopt such method
as it may deem equitable and practicable for the purpose of effecting such
distribution, including the public or private sale of the securities or property
thus received, or any part thereof, and the distribution by the Depositary
to
the Holders of Receipts entitled thereto of the net proceeds of any such sale
as
in the case of a cash distribution.
If
any
distribution upon any Deposited Securities consists of a dividend, in or free
distribution of, Shares, the Depositary may with the Company’s approval, and
shall if the Company shall so request, distribute to the Holders of outstanding
Receipts entitled thereto, in proportion to the number of American Depositary
Shares representing such Deposited Securities evidenced by Receipts held by
them, respectively, additional Receipts for an aggregate number of American
Depositary Shares representing the number of Shares received as such dividend
or
free distribution, subject to payment of the fees of the Depositary for the
distribution in shares (as set forth in Exhibit B of the Deposit Agreement).
In
lieu of delivering Receipts for fractional American Depositary Shares in the
case of any such distribution, the Depositary shall sell the number of Shares
corresponding to the aggregate of such fractions and distribute the net
proceeds, all in a manner and subject to the conditions described in Section
4.02 of the Deposit Agreement and subject to payment of the fees of the
Depositary for the distribution in Shares (as set forth in Exhibit B of the
Deposit Agreement). If additional Receipts are not so distributed (except
pursuant to the preceding sentence), each American Depositary Share shall
thenceforth also represent the additional Shares so distributed upon such
Deposited Securities represented thereby.
(12) Rights.
If the
Company shall offer or cause to be offered to the holders of any Deposited
Securities any rights to subscribe for additional Shares or any rights of any
other nature, the Depositary will, after consultation with the Company take
action as follows: (i) if at the time of the offering of any rights the
Depositary determines that it is lawful and feasible to make such rights
available to Holders by means of warrants or otherwise, the Depositary shall
distribute promptly warrants or other instruments therefor in such form as
it
may determine to the Holders entitled thereto, in proportion to the number
of
American Depositary Shares representing such Deposited Securities evidenced
by
Receipts, or employ such other method as it may deem feasible in order to
facilitate the exercise, sale or transfer of rights by such Holders or (ii)
if
at the time of the offering of any rights the Depositary determines that it
is
not lawful or not feasible to make such rights available to Holders by means
of
warrants or otherwise, or if the rights represented by such warrants or such
other instruments are not exercised and appear to be about to lapse, the
Depositary in its discretion, after consultation with the Company, may sell
such
rights or such warrants or other instruments at public or private sale, at
such
place or places and upon such terms as it may deem proper, and upon payment
of
the fees of the Depositary, deducted from the proceeds of the sale (as set
forth
in Exhibit B of the Deposit Agreement), may allocate the proceeds of such sales
for account of the Holders otherwise entitled to such rights, warrants or other
instruments, upon an averaged or other practicable basis without regard to
any
distinctions among such Holders because of exchange restrictions, or the date
of
delivery of any Receipt or Receipts, or otherwise; provided the Depositary
shall
have discretion as to the procedure to be followed in making such rights
available to the holders of Receipts or in disposing of such rights for the
benefit of such Holders and making the net proceeds available in dollars to
such
Holders.
If
registration under the Securities Act of 1933 of the securities to which any
rights relate is required in order for the Company to offer such rights to
Holders and sell the securities represented by such rights, the Depositary
will
not offer such rights to Holders having an address in the United States or
to
any U.S. person unless and until such a registration statement is in effect
or
unless the offering and sale of such securities to the Holder of such Receipts
are exempt from registration under the provisions of such Act; provided
that
nothing in the Deposit Agreement shall create, or be construed to create, any
obligation on the part of the Company to file a registration statement with
the
Securities and Exchange Commission or endeavor to have such a registration
statement declared effective so as to allow rights to be made available to
Holders of the Receipts.
(13) Record
Dates.
Whenever any cash dividend or other cash distribution shall become payable
or
any distribution other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities, or whenever for any reason
the
Depositary causes a change in the number of Shares that are represented by
each
American Depositary Share, or whenever the Depositary shall receive notice
of
any meeting at which holders of Shares or other Deposited Securities are
entitled to vote, the Depositary shall, in consultation with the Company, fix
a
record date for the determination of the Holders of Receipts who shall be
entitled to receive such dividend, distribution or rights, or the net proceeds
of the sale thereof or to give instructions for the exercise of voting rights
at
any such meeting or for fixing the date on or after which each American
Depositary Share shall represent the changed number of Shares, subject to the
provisions of the Deposit Agreement. Subject to the provisions of Section 4.01
through 4.05, 4.07 of the Deposit Agreement and to the other terms and
conditions of the Deposit Agreement, the Holders of Receipts on such record
date
shall be entitled to give voting instructions, or to receive the amount
distributable by the Depositary with respect to such dividend or other
distribution of such rights or the net proceeds of sale thereof in proportion
to
the number of American Depositary Shares evidenced by Receipts held by them
respectively.
(14) Voting
of Deposited Securities.
(i) As
soon as practicable after receipt of notice of any meeting or solicitation
of
consents or proxies of holders of Shares or other Deposited Securities, the
Depositary shall mail to the Holders a notice, the form of which shall be
prepared by the Depositary in consultation with the Company, which shall contain
(a) such information as is contained in such notice of meeting (or summary
thereof), (b) a statement that each Holder at the close of business on a
specified record date will be entitled, subject to any applicable provisions
of
English law, the Memorandum, Articles and the Deposited Securities, to instruct
the Depositary as to the exercise of the voting rights, if any, pertaining
to
the Deposited Securities represented by the American Depositary Shares evidenced
by such Holders' Receipts and (c) a statement as to the manner in which such
instructions may be given, (or, if applicable, deemed given in accordance with
paragraph (ii) below if no instruction is received) to the Depositary to give
a
non-discretionary proxy to a person designated by the Company. Upon the written
request of a Holder on such record date, received on or before the date
established by the Depositary for such purpose, the Depositary shall endeavor
in
so far as practicable to vote or cause to be voted (or to grant a
non-discretionary proxy to a person designated by the Company to vote) the
Deposited Securities represented by the American Depositary Shares evidenced
by
such Holder's Receipts in accordance with the instructions set forth in such
request; provided
that the
Depositary, unless specifically instructed by at least five Holders or by
Holders of Receipts representing not less than 10% of the total voting rights
of
all Holders of Receipts, shall not join in demanding a poll. The Depositary
undertakes to procure the appointment of one or more corporate representatives
which will be authorized in all cases to vote at general meetings of the Company
either on a show of hands or a poll in accordance with instructions furnished
to
the Depositary by Holders of Receipts. The Depositary will only be required
to
procure voting by such corporate representatives on matters specified in the
notice convening the general meeting of the Company or an amendment validly
proposed at the meeting and only in accordance with the written directions
of
Holders of Receipts. The Depositary shall not itself exercise any voting
discretion over any Deposited Securities.
(ii)
Unless the Company shall request in writing to the contrary, if no instructions
are received by the Depositary from any Holder on or before the date established
by the Depositary for such purpose, the Depositary will deem such Holder to
have
instructed the Depositary to give a discretionary proxy to a person designated
by the Company and the Depositary will give a discretionary proxy to a person
designated by the Company to vote Deposited Securities represented by the
American Depositary Shares evidenced by such Holders Receipts; provided,
however,
that no
such discretionary proxy shall be given with respect to any proposition as
to
which the Depositary has actual knowledge (a) involves any solicitation of
opposing proxies or other substantial opposition exists or (b) authorizes a
merger, consolidation or any other matter which may materially affect the rights
or privileges of the holders of Deposited Securities or Receipts. The Depositary
may consult with counsel and shall be entitled to rely upon written or other
advice of counsel as to any action taken or omitted in connection with Section
4.07(ii) of the Deposit Agreement.
(15) Changes
Affecting Deposited Securities.
Upon
any change in par value, split-up, consolidation, or any other reclassification
of Deposited Securities, or upon any recapitalization, reorganization, merger
or
consolidation or sale of assets affecting the Company or to which it is a party,
any securities which shall be received by the Depositary or Custodian in
exchange for or in conversion of or in respect of Deposited Securities shall
be
treated as new Deposited Securities under the Deposit Agreement, and American
Depositary Shares shall thenceforth represent, in addition to existing Deposited
Securities, the right to receive the new Deposited Securities so received in
exchange for or conversion of or in respect of Deposited Securities, unless
additional Receipts are delivered pursuant to the following sentence. In any
such case the Depositary may with the Company’s approval, and shall if the
Company shall so request, execute and deliver additional Receipts as in the
case
of a dividend of Shares, or call for the surrender of outstanding Receipts
to be
exchanged for new Receipts specifically describing such new Deposited
Securities.
(16) Reports;
Inspection of Transfer Books.
The
Depositary shall make available for inspection by Holders at its Corporate
Trust
Office, at the office of the Custodian and at any other designated transfer
offices, and the Depositary shall arrange for the mailing to all Holders of,
any
reports and communications received from the Company which are both (a) received
by the Depositary or its nominee or nominees as the holder of the Deposited
Securities and (b) made generally available to the holders of such Deposited
Securities by the Company. The Depositary shall also send Holders of Receipts
copies of such reports when furnished by the Company as provided in the Deposit
Agreement. The Depositary shall keep books, at its transfer office in New York
City, for the registration of Receipts and their transfer which at all
reasonable times shall be open for inspection by the Holders and the Company;
provided
that
such inspection shall not be for the purpose of communicating with Holders
in
the interest of a business or object other than the business of the Company
or a
matter related to the Deposit Agreement or the Receipts, the Shares, the
Memorandum or the Articles.
(17) Withholding.
Notwithstanding any other provision of the Deposit Agreement, in the event
that
the Depositary determines that any distribution in property (including Shares
or
rights to subscribe therefor) is subject to any tax which the Depositary is
obligated to withhold, the Depositary may dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts
and
in such manner including public or private sale as the Depositary deems
necessary and practicable to pay any such taxes, and the Depositary shall
distribute the net proceeds of any such sale or the balance of any such property
after deduction of such taxes to the Holders entitled thereto in proportion
to
the number of American Depositary Shares held by them respectively.
(18) Liability
of the Company and the Depositary.
Neither
the Depositary nor the Company shall incur any liability to any Holder of this
Receipt, if by reason of any provision of any present or future law of the
United States or the United Kingdom or of any country or of any other
governmental authority or by reason of any provision, present or future, of
the
Memorandum, the Articles or the Deposited Securities, or by reason of any act
of
God, war or other circumstance beyond either of their control, the Depositary
or
the Company shall be prevented or forbidden from, or delayed in, doing or
performing any act or thing which by the terms of the Deposit Agreement or
the
Deposited Securities it is provided shall be done or performed, nor shall the
Depositary, or the Company be obligated to do or perform any act or thing which
obligation is inconsistent with the provisions of the Deposit Agreement; nor
shall the Depositary or the Company incur any liability to any Holder of a
Receipt by reason of any nonperformance or delay, caused as aforesaid, in
performance of any act or thing which by the terms of the Deposit Agreement
it
is provided shall or may be done or performed, or by reason of any exercise
of,
or failure to exercise, any discretion provided for in the Deposit Agreement
the
Memorandum or the Articles. Where, by the terms of a distribution pursuant
to
Sections 4.01, 4.02 or 4.03 of the Deposit Agreement, or an offering or
distribution pursuant to Section 4.04 of the Deposit Agreement, or for any
other
reason, such distribution or offering may not legally be made available to
Holders, and the Depositary may not dispose of such distribution or offering
on
behalf of such Holder and make the net proceeds available to such Holder, then
the Depositary shall not make such distribution or offering, and shall allow
any
rights, if applicable to lapse. The Company assumes no obligation nor shall
it
be subject to any liability under the Deposit Agreement to Holders of Receipts,
except that it agrees to act without gross negligence or bad faith in the
performance of its obligations specifically set forth in the Deposit Agreement.
The Depositary assumes no obligation nor shall it be subject to any liability
under the Deposit Agreement to Holders of Receipts (including, without
limitation, liability with respect to the validity or worth of the Deposited
Securities) except that it agrees to act without gross negligence and in good
faith in the performance of its obligations specifically set forth in the
Deposit Agreement. Neither the Depositary nor the Company shall be under any
obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or in respect of the Receipts,
which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense and liability be furnished as often
as
may be required, and no Custodian shall be under any obligation whatsoever
with
respect to such proceedings, the responsibility of the Custodian being solely
to
the Depositary. Neither the Depositary nor the Company shall be liable for
any
action or inaction by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any
Holder, or any other person believed by it in good faith to be competent to
give
such advice or information. The Depositary shall not be responsible for any
failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any such vote is cast or for the effect of any such
vote provided that any such action or non-action is in good faith. The
Depositary shall not be liable for any acts or omissions made by a successor
Depositary whether in connection with a previous act or omission of the
Depositary or in connection with any matter arising wholly after the removal
or
resignation of the Depositary, provided that the Depositary exercised its best
judgment and good faith while it acted as Depositary. The Depositary may own
and
deal in any class of securities of the Company and its affiliates and in
Receipts. The Company agrees to indemnify the Depositary, the Custodian and
the
Receipt Registrar against, and hold each of them harmless from, any liability
or
expense (including reasonable fees and expenses of counsel) which may arise
(a)
out of acts performed or omitted in accordance with the provisions of the
Deposit Agreement and of the Receipts, as the same may be amended, modified
or
supplemented from time to time, (i) by each of the Depositary, the Custodian,
or
the Receipt Registrar, except for any such loss, liability or expense arising
out of negligence or bad faith, or (ii) by the Company or any of its agents
or
(b) out of or in connection with the registration of Receipts, American
Depositary Shares or Deposited Securities with the Commission or the offer
or
sale thereof to the public except to the extent such liability or expense arises
out of information relating to the Depositary or the Custodian as the case
may
be, furnished in writing to the Company by the Depositary or the Custodian,
as
the case may be, expressly for use in any registration statement, proxy
statement, prospectus or preliminary prospectus relating to the Receipts or
the
Shares represented by the American Depositary Shares or omissions from such
information.
(19) Resignation
and Removal of Depositary; Substitution of Custodian.
The
Depositary may at any time resign as Depositary under the Deposit Agreement
by
written notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice of such
removal effective upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. Whenever
the Depositary in its discretion determines that it is in the best interest
of
the Holders of Receipts to do so, it may appoint a substitute or an additional
custodian approved by the Company, whose approval shall not be unreasonably
withheld or delayed, and the term “Custodian” shall also refer to each such
substitute.
(20) Amendment
of Deposit Agreement and Receipts.
The
form of the Receipts and any provisions of the Deposit Agreement may at any
time
and from time to time be amended by agreement between the Company and the
Depositary in any respect which they may deem necessary or desirable. No such
amendment which shall impose or increase any fees or charges payable by Holders
of Receipts (other than the fees of the Depositary for the execution and
delivery or the cancellation of Receipts and except for taxes and other
governmental charges), or which shall otherwise prejudice any substantial
existing right of Holders of Receipts, shall not become effective as to
outstanding Receipts until the expiration of three months after notice of such
amendment shall have been given to the Holders of outstanding Receipts. Every
Holder of a Receipt at the time any such amendment to the Deposit Agreement
so
becomes effective, shall be deemed, by continuing to hold such Receipt, to
consent and agree to such amendment and to be bound by the Deposit Agreement
or
the Receipts as amended thereby. In no event shall any amendment impair the
right of the Holder of any Receipt to surrender such Receipt and receive
therefor the Deposited Securities represented thereby.
(21) Termination
of Deposit Agreement.
The
Depositary shall at any time at the direction of the Company terminate the
Deposit Agreement by mailing notice of such termination to the Holders of all
Receipts then outstanding at least 30 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate the Deposit
Agreement if at any time 90 days after the Depositary shall have delivered
to
the Company a written notice of its election to resign, and a successor
depositary shall not have been appointed and accepted its appointment as
provided in Section 5.04 of the Deposit Agreement. If any Receipts shall remain
outstanding after the date of termination, the Depositary thereafter shall
discontinue the registration of transfers of Receipts, shall suspend the
distribution of dividends to the Holders thereof, and shall not give any further
notices or perform any further acts under the Deposit Agreement, except that
the
Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights as provided in the Deposit
Agreement, and shall continue to deliver Deposited Securities, together with
any
dividends or other distributions received with respect thereto and the net
proceeds of the sale of any rights or other property, in exchange for Receipts
surrendered to the Depositary. After the expiration of two years from the date
fixed for termination, the Depositary may sell the Deposited Securities then
held under the Deposit Agreement and may thereafter hold the net proceeds of
any
such sale, together with any other cash then held by it under the Deposit
Agreement, without liability for interest, for the pro rata
benefit
of the Holders of Receipts not theretofore surrendered. After making such sale,
the Depositary shall be discharged from all obligations under the Deposit
Agreement, except to account for such net proceeds and other cash and except
for
its obligations to the Company under Section 5.08 of the Deposit Agreement.
Upon
termination of the Deposit Agreement, the Company shall be discharged from
all
its obligations under the Deposit Agreement except for its obligations to the
Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.
(22) Compliance
with U.S. Securities Laws.
Notwithstanding anything in the Deposit Agreement to the contrary, the Company
and the Depositary each agrees that it will not exercise any rights it has
under
the Deposit Agreement to prevent the withdrawal or delivery of Deposited
Securities in a manner which would violate U.S. securities laws including,
but
not limited to Section IA(l) of the General Instructions to the Registration
Statement on Form F-6, as amended from time to time, under the Securities
Ac