AstraZeneca PLC — Regulatory Filings 2021

Jul 19, 2021

F-6EF 1 a21-30_f6ef.htm REGISTRATION OF AMERICAN DEPOSITAR RECEIPT SHARES Licensed to: White & Case Document created using EDGARfilings PROfile 7.5.0.0 Copyright 1995 - 2021 Broadridge

As filed with the Securities and Exchange Commission on July 19, 2021 Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR

AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

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ASTRAZENECA PLC

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

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Not Applicable

(Translation of issuer’s name into English)

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England and Wales

(Jurisdiction of incorporation or organization of issuer)

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Deutsche Bank Trust Company Americas

(Exact name of depositary as specified in its charter)

60 Wall Street

New York, New York 10005

(212) 250-9100

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

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CT Corporation System

28 Liberty Street

New York, NY 10005

Tel: +1-212-894-8940

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

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Copies to:

Ethan A. Klinsgberg Sebastian L. Fain Freshfields Bruckhaus Deringer US LLP 601 Lexington Avenue, 31 st Floor New York, New York 10022 1-212-277-4001 Francis Fitzherbert-Brockholes, Esq. White & Case LLP 5 Old Broad Street London EC2N 1DW United Kingdom +(44) 20 7532-1400

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It is proposed that this filing become effective under Rule 466: ☒ immediately upon filing. ☐ on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box: ☒

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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, each representing 0.5 ordinary shares of AstraZeneca PLC	500,000,000 American Depositary Shares	$0.05	$25,000,000	$2,727.50

1	For the purpose of this table only the term “unit” is defined as 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 Shares.

This registration statement 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

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement and filed as Exhibit (a) to the registration statement on Form F-6 (File No. 333-236014) previously filed by the registrant and is incorporated herein by reference.

ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Required Information — 1.	Name of depositary and address of its principal executive office		Location in Form of Receipt Filed Herewith as Prospectus — Face of Receipt – introductory paragraph
2.	Title of Receipts and identity of deposited securities		Face of Receipt – top center
Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share (“ADS”)	Face of Receipt – upper right corner
	(ii)	The procedure for voting the deposited securities	Reverse of Receipt – Articles 14 and 15
	(iii)	The procedure for collecting and distributing dividends	Reverse of Receipt – Articles 13 and 14
	(iv)	The procedures for transmitting notices, reports and proxy soliciting material	Face of Receipt – Article 12; Reverse of Receipt – Articles 14 and 15
	(v)	The sale or exercise of rights	Reverse of Receipt – Articles 13 and 14
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Face of Receipt – Articles 3, 6 and 9; Reverse of Receipt – Articles 13 and 16
	(vii)	Amendment, extension or termination of the deposit arrangements	Reverse of Receipt – Articles 20 and 21 (no provision for extension)
	(viii)	The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts	Face of Receipt – Article 12
	(ix)	Restrictions upon the right to transfer or withdraw the underlying securities	Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10; Reverse of Receipt – Article 22
	(x)	Limitation on the depositary’s liability	Face of Receipt – Articles 6 and 10; Reverse of Receipt – Articles 15, 16, 17 and 18
3.	Fees and charges that a holder of Receipts may have to pay, either directly or indirectly		Face of Receipt – Article 9

ITEM 2. AVAILABLE INFORMATION

AstraZeneca PLC (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and furnishes certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. EXHIBITS

| (a) | Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder
(“Deposit Agreement”). — Previously filed as Exhibit (a) to Form F-6 (File No. 333-236014) and incorporated herein by reference. |
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| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the ADSs 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 White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. — Filed herewith as Exhibit (e). |
| (f) | Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto. |

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 ADR, 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. |
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| (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 ADR thirty (30) days before any change in the fee schedule. |

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 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 July 19, 2021.

Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares, par value US$0.25 per share of AstraZeneca PLC.
Deutsche Bank Trust Company Americas, as Depositary
By:	/s/ Michael Fitzpatrick
	Name:	Michael Fitzpatrick
	Title:	Vice President
By:	/s/ Jeff Margolick

Name:	Jeff Margolick
Title:	Director

Pursuant to the requirements of the Securities Act of 1933, as amended, AstraZeneca 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 registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on July 19, 2021.

/s/ Adrian Kemp
Name:	Adrian Kemp
Title:	Company Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Adrian Kemp, Matthew Bowden, Alistair Collins and Jonathan Slade, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on July 19, 2021, in the capacities indicated.

Signature	Title
/s/ Pascal Soriot	Executive Director and Chief Executive Officer (Principal Executive Officer)
Pascal Soriot
/s/ Marc Dunoyer	Executive Director and Chief Financial Officer (Principal Financial Officer)
Marc Dunoyer
/s/ Mani Sharma	SVP, Group Financial Controller (Principal Accounting Officer)
Mani Sharma
/s/ Leif Johansson	Non-Executive Chairman of the Board
Leif Johansson
/s/ Philip Broadley	Senior Independent Non-Executive Director
Philip Broadley
/s/ Euan Ashley	Non-Executive Director
Euan Ashley
/s/ Michel Demaré	Non-Executive Director
Michel Demaré

Signature	Title
/s/ Deborah DiSanzo	Non-Executive Director
Deborah DiSanzo
/s/ Diana Layfield	Non-Executive Director
Diana Layfield
/s/ Sheri McCoy	Non-Executive Director
Sheri McCoy
/s/ Tony Mok	Non-Executive Director
Tony Mok
/s/ Nazneen Rahman	Non-Executive Director
Nazneen Rahman
/s/ Marcus Wallenberg	Non-Executive Director
Marcus Wallenberg

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of AstraZeneca PLC, has signed this registration statement in Wilmington, Delaware, United States of America on July 19, 2021.

By:
Name:	Mariam Koohdary
Title:	Duly authorized Representative of AstraZeneca PLC in the United States

Index to Exhibits

Exhibit	Document
(d)	Opinion of White & Case LLP, counsel to the Depositary
(e)	Certification under Rule 466