Relx PLC — Regulatory Filings 2021

Feb 12, 2021

F-6 1 e620291_f6-relx.htm

As filed with the Securities and Exchange Commission on February 12, 2021 Registration No. 333 -

Field: Rule-Page

Field: /Rule-Page

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

Field: Rule-Page

Field: /Rule-Page

relx plc

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

Field: Rule-Page

Field: /Rule-Page

N/A

(Translation of issuer’s name into English)

Field: Rule-Page

Field: /Rule-Page

England and Wales

(Jurisdiction of incorporation or organization of issuer )

Field: Rule-Page

Field: /Rule-Page

CITIBANK, N.A.

(Exact name of depositary as specified in its charter )

Field: Rule-Page

Field: /Rule-Page

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)

Field: Rule-Page

Field: /Rule-Page

Kenneth R. Thompson II

RELX Inc.

9443 Springboro Pike, B4/F5/S14

Miamisburg, Ohio 45342

(937) 865-7606

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

Field: Rule-Page

Field: /Rule-Page

Copies to:

George A. Stephanakis, Esq. Cravath, Swaine & Moore LLP Citypoint, One Ropemaker Street London EC2Y 9HR United Kingdom Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, NY 10036-6710 (212) 336-2301

Field: Rule-Page

Field: /Rule-Page

| 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: ☐

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 (1) ordinary share of RELX PLC | 100,000,000 ADSs | $5.00 | $5,000,000.00 | $545.50 |

• Each unit represents 100 American Depositary Shares.

** 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.

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, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Field: Page; Sequence: 1

Field: /Page

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.

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Field: Sequence; Type: LowerRoman; Name: PageNo ii Field: /Sequence

Field: /Page

PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption — 1.	Name of Depositary and address of its principal executive office		Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus — Face of Receipt - Introductory Article.
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 (“ADSs”)	Face of Receipt - Upper right corner.
	(ii)	The procedure for voting, if any, the deposited securities	Reverse of Receipt - Paragraphs (17) and (18).
	(iii)	The collection and distribution of dividends	Reverse of Receipt - Paragraphs (15) and (17).
	(iv)	The transmission of notices, reports and proxy soliciting material	Face of Receipt - Paragraph (14); Reverse of Receipt - Paragraphs (16) and (17).
	(v)	The sale or exercise of rights	Reverse of Receipt - Paragraphs (15), (17) and
(18).
	(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 (19).
	(vii)	Amendment, extension or termination of the deposit agreement	Reverse of Receipt - Paragraphs (22), (23) and (24) (no provision for extensions).
	(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).

Field: Page; Sequence: 3; Options: NewSection; Value: 1

I- Field: Sequence; Type: Arabic; Name: PageNo 1 Field: /Sequence

Field: /Page

Item Number and Caption	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus — Face of Receipt - Paragraphs (2), (3), (4), (6), (7), (9) and (10)
	(x)	Limitation upon the liability of the Depositary	Face of Receipt - Paragraphs (8) and (12); Reverse of Receipt - Paragraphs (21) and (22).
3.	Fees and charges which may be imposed directly or indirectly on holders of ADSs		Face of Receipt - Paragraphs (8) and (11).
Item 2.		AVAILABLE INFORMATION	Face of Receipt - Paragraph (14).

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, is required to file or submit certain reports with, and submits 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.

Field: Page; Sequence: 4; Value: 1

I- Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 2 to Amended and Restated Deposit Agreement filed as Exhibit (a)(i) to this Registration Statement on Form F-6 and is incorporated herein by reference.

Field: Page; Sequence: 5; Value: 1

I- Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(i) Form of Amendment No. 2 to Amended and Restated Deposit Agreement, by and among RELX 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)(i).

(a)(ii) Amendment No. 1 to the Deposit Agreement, dated as of July 1, 2015, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. — Filed herewith as Exhibit (a)(ii).

(a)(iii) Amended and Restated Deposit Agreement, dated as of August 1, 2014, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. — Previously filed on June 26, 2015 as Exhibit (a)(ii) to Post-Effective Amendment No. 1 to Registration Statement on Form F-6, Reg. No. 333-197562.

(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. — Filed herewith as Exhibit (d).

(e) Certificate under Rule 466. — None.

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature pages hereto.

Field: Page; Sequence: 6; Options: NewSection; Value: 1

II- Field: Sequence; Type: Arabic; Name: PageNo 1 Field: /Sequence

Field: /Page

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 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.

Field: Page; Sequence: 7; Value: 1

II- Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Amended and Restated Deposit Agreement, dated as of August 1, 2014, as amended from time to time, by and among RELX PLC, Citibank, N.A., as depositary, and all Holders and Beneficial Owners 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 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 12 th day of February, 2021.

| Legal entity created by the Amended
and Restated Deposit Agreement, as amended from time to time, under which the American Depositary Shares registered hereunder are
to be issued to represent ordinary shares of RELX PLC | |
| --- | --- |
| CITIBANK, N.A., solely in its capacity as Depositary | |
| By: | /s/ Leslie DeLuca |
| | Name: Leslie DeLuca |
| | Title: Attorney-in-Fact |

Field: Page; Sequence: 8; Value: 1

II- Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, RELX 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 February 10, 2021.

relx PLC
By:	/s/ Nick Luff
	Name: Nick Luff
	Title: Chief Financial Officer

Field: Page; Sequence: 9; Value: 1

II- Field: Sequence; Type: Arabic; Name: PageNo 4 Field: /Sequence

Field: /Page

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints each of Nick Luff, Simon Pereira, Henry A. Udow and Kenneth R. Thompson, II to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on February 12, 2021.

Signature	Title
/s/ Erik Engstrom	Chief Executive Officer and Executive Director
Erik Engstrom	(Principal Executive Officer)
/s/ Nick Luff	Chief Financial Officer and Executive Director
Nick Luff	(Principal Financial Officer and Principal Accounting Officer)
/s/ Anthony Habgood	Director
Anthony Habgood
/s/ June Felix	Director
June Felix
/s/ Wolfhart Hauser	Director
Wolfhart Hauser

Field: Page; Sequence: 10; Value: 1

II- Field: Sequence; Type: Arabic; Name: PageNo 5 Field: /Sequence

Field: /Page

	Director
Adrian Hennah
	Director
Charlotte Hogg
/s/ Marike van Lier Lels	Director
Marike van Lier Lels
/s/ Robert MacLeod	Director
Robert MacLeod
/s/ Linda Sanford	Director
Linda Sanford
/s/ Andrew Sukawaty	Director
Andrew Sukawaty
	Director
Suzanne Wood

Field: Page; Sequence: 11; Value: 1

II- Field: Sequence; Type: Arabic; Name: PageNo 6 Field: /Sequence

Field: /Page

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, this registration statement has been signed by the undersigned in their capacity as the duly authorized representative of the registrant in the United States on February 11, 2021.

Authorized Representative in the U.S.
Kenneth R. Thompson II
By:	/s/ Kenneth R. Thompson II
	Name: Kenneth R. Thompson II
	Title:
Chief Compliance Officer & Corporate General Counsel

Field: Page; Sequence: 12; Value: 1

II- Field: Sequence; Type: Arabic; Name: PageNo 7 Field: /Sequence

Field: /Page

Index to Exhibits

Exhibit	Document
(a)(i)	Form of Amendment No. 2 to Amended and Restated Deposit Agreement
(a)(ii)	Amendment No. 1 to Amended and Restated Deposit Agreement
(d)	Opinion of Counsel to the Depositary