SHIRE plc AND JPMORGAN CHASE BANK, N.A. As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS
AND
JPMORGAN
CHASE BANK, N.A.
As
Depositary
AND
HOLDERS
OF AMERICAN DEPOSITARY RECEIPTS
Dated
as
of November 21, 2005
TABLE
OF CONTENTS
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Page
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PARTIES
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1
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RECITALS
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1
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Section
1.
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Certain
Definitions
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(a)
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ADR
Register
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1
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(b)
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ADRs
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1
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(c)
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ADS
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1
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(d)
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Custodian
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1
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(e)
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Delivery
Order
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1
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(f)
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Deposited
Securities
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1
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(g)
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Holder
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2
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(h)
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Securities
Act of 1933
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2
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(i)
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Securities
Exchange Act of 1934
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2
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(j)
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Shares
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2
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(k)
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Transfer
Office
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2
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(l)
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Withdrawal
Order
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2
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Section
2.
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ADR
Certificates
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2
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Section
3.
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Deposit
of Shares
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2
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Section
4.
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Issue
of ADRs
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3
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Section
5.
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Distributions
on Deposited Securities
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3
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Section
6.
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Withdrawal
of Deposited Securities
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3
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Section
7.
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Substitution
of ADRs
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3
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Section
8.
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Cancellation
and Destruction of ADRs
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4
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Section
9.
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The
Custodian
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4
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Section
10.
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Co-Registrars
and Co-Transfer Agents
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4
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Section
11.
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Lists
of Holders.
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4
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Section
12.
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Depositary's
Agents
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4
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Section
13.
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Successor
Depositary
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4
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Section
14.
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Reports
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5
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Section
15.
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Additional
Shares
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6
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Section
16.
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Indemnification
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6
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Section
17.
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Notices
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7
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Section
18.
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Miscellaneous
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7
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TESTIMONIUM
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8
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SIGNATURES
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8
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i
Page
EXHIBIT
A
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FORM
OF FACE OF ADR
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A-1
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Introductory
Paragraph
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A-1
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(1)
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Issuance
of ADRs
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A-2
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(2)
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Withdrawal
of Deposited Securities
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A-2
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(3)
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Transfers
of ADRs
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A-3
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(4)
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Certain
Limitations
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A-3
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(5)
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Taxes
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A-3
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(6)
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Disclosure
of Interests
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A-4
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(7)
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Charges
of Depositary
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A-5
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(8)
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Available
Information
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A-5
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(9)
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Execution
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A-5
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Signature
of Depositary
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A-5
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Address
of Depositary's Office
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A-5
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FORM
OF REVERSE OF ADR
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A-6
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(10)
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Distributions
on Deposited Securities
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A-6
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(11)
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Record
Dates
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A-7
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(12)
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Voting
of Deposited Securities
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A-7
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(13)
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Changes
Affecting Deposited Securities
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A-8
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(14)
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Exoneration
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A-9
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(15)
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Resignation
and Removal of Depositary; the Custodian
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A-9
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(16)
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Amendment
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A-9
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(17)
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Termination
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A-10
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ii
DEPOSIT
AGREEMENT dated as of November 21, 2005 (the "Deposit Agreement") among SHIRE
plc and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary
hereunder (the "Depositary"), and all holders from time to time of American
Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary
Shares ("ADSs") representing deposited Shares (defined below).
W
I T N E
S S E T H
WHEREAS,
Shire Pharmaceuticals Group plc ("Shire plc")has undergone a Scheme of
Arrangement pursuant to which a new listed holding company of the Shire plc
and
its subsidiary undertakings, was put in place through a Court approved scheme
of
arrangement under section 425 of the Companies Xxx 0000 (as
amended);
WHEREAS,
Shire plc and the Depositary had entered into a deposit agreement dated as
of
March 28, 1998, as amended (the "Old Deposit Agreement") to provide for the
deposit of ordinary shares of Shire plc and for the creation of American
depositary shares representing such ordinary shares;
WHEREAS,
the Company and the Depositary desire that the terms of the ADRs issued
hereunder initially be identical in all respects to those American depositary
receipts issued under the Old Deposit Agreement until such time as this Deposit
Agreement shall be amended and restated;
NOW
THEREFORE, in consideration of the premises, the parties hereto agree as
follows:
1.
Certain
Definitions.
(a) "ADR
Register"
is
defined in paragraph (3) of the form of ADR.
(b) "ADRs"
mean
certificates evidencing ADSs substantially in the form of Exhibit A annexed
hereto (the "form
of ADR").
The
form of ADR is hereby incorporated herein and made a part hereof; the provisions
of the form of ADR shall be binding upon the parties hereto.
(c) Subject
to paragraph (13) of the form of ADR, each "ADS"
evidenced by an ADR represents the right to receive three (3) Shares and a
pro
rata share in any other Deposited Securities.
(d) "Custodian"
means
the agent or agents of the Depositary (singly or collectively, as the context
requires) named as Custodian in the form of ADR and any additional or substitute
Custodian appointed pursuant to Section 9.
(e) "Delivery
Order"
is
defined in Section 3.
(f) "Deposited
Securities"
as of
any time means all Shares at such time deposited under this Deposit Agreement
and any and all other Shares, securities, property and cash at such time held
by
the Depositary or the Custodian in respect or in lieu of such deposited Shares
and other Shares, securities, property and cash.
(g) "Holder"
means
the person or persons in whose name an ADR is registered on the ADR
Register.
(h) "Securities
Act of 1933"
means
the United States Securities Act of 1933, as from time to time
amended.
(i) "Securities
Exchange Act of 1934"
means
the United States Securities Exchange Act of 1934, as from time to time
amended.
(j) "Shares"
mean
the Ordinary Shares of the Company and shall include the rights to receive
Shares specified in paragraph (1) of the form of ADR.
(k) "Transfer
Office"
is
defined in paragraph (3) of the form of ADR.
(l) "Withdrawal
Order"
is
defined in Section 6.
2.
ADR
Certificates.
ADRs
shall be engraved, printed or otherwise reproduced at the discretion of the
Depositary in accordance with its customary practices in its American depositary
receipt business, or at the request of the Company typewritten and photocopied
on plain or safety paper, and shall be substantially in the form set forth
in
the form of ADR, with such changes as may be required by the Depositary or
the
Company to comply with their obligations hereunder, any applicable law,
regulation, usage or the requirements of any securities exchange or market
upon
which the ADSs primarily may be listed or traded or to indicate any special
limitations or restrictions to which any particular ADRs are subject. ADRs
may
be issued in denominations of any number of ADSs. ADRs shall be executed by
the
Depositary by the manual or facsimile signature of a duly authorized officer
of
the Depositary. ADRs bearing the facsimile signature of anyone who was at the
time of execution a duly authorized officer of the Depositary shall bind the
Depositary, notwithstanding that such officer has ceased to hold such office
prior to the delivery of such ADRs.
3.
Deposit
of Shares.
In
connection with the deposit of Shares hereunder, the Depositary or the Custodian
may require the following in form satisfactory to it: (a) a written order
directing the Depositary to execute and deliver to, or upon the written order
of, the person or persons designated in such order an ADR or ADRs evidencing
the
number of ADSs representing such deposited Shares (a "Delivery Order"); (b)
proper endorsements or duly executed and stamped instruments of transfer in
respect of such deposited Shares; (c) instruments assigning to the Custodian
or
its nominee any distribution on or in respect of such deposited Shares or
indemnity therefor; and, (d) proxies entitling the Custodian to vote such
deposited Shares. As soon as practicable after the Custodian receives Deposited
Securities pursuant to any such deposit or pursuant to paragraph (10) or (13)
of
the form of ADR, the Custodian shall present such Deposited Securities for
registration of transfer into the name of the Depositary or its nominee or
the
Custodian or its nominee, to the extent such registration is practicable, at
the
cost and expense of the person making such deposit (or for whose benefit such
deposit is made) and shall obtain evidence satisfactory to it of such
registration. Deposited Securities shall be held by the Custodian for the
account and to the order of the Depositary at such place or places and in such
manner as the Depositary shall determine. Deposited Securities may be delivered
by the Custodian to any person only under the circumstances expressly
contemplated in the Deposit Agreement.
2
4.
Issue
of ADRs.
After
any such deposit of Shares, the Custodian shall notify the Depositary of such
deposit and of the information contained in any related Delivery Order by
letter, first class airmail postage prepaid, or, at the request, risk and
expense of the person making the deposit, by cable, telex or facsimile
transmission. After receiving such notice from the Custodian, the Depositary,
subject to the Deposit Agreement, shall execute and deliver at the Transfer
Office, to or upon the order of any person named in such notice, an ADR or
ADRs
registered as requested and evidencing the aggregate ADSs to which such person
is entitled.
5.
Distributions
on Deposited Securities.
To the
extent that the Depositary determines in its discretion that any distribution
pursuant to paragraph (10) of the form of ADR is not practicable with respect
to
any Holder, the Depositary may make such distribution as it so deems
practicable, including the distribution of foreign currency, securities or
property (or appropriate documents evidencing the right to receive foreign
currency, securities or property) or the retention thereof as Deposited
Securities with respect to such Holder's ADRs (without liability for interest
thereon or the investment thereof).
6.
Withdrawal
of Deposited Securities.
In
connection with any surrender of an ADR for withdrawal of the Deposited
Securities represented by the ADSs evidenced thereby, the Depositary may require
proper endorsement in blank of such ADR (or duly executed instruments of
transfer thereof in blank) and the Holder's written order directing the
Depositary to cause the Deposited Securities represented by the ADSs evidenced
by such ADR to be withdrawn and delivered to, or upon the written order of,
any
person designated in such order (a "Withdrawal Order"). Directions from the
Depositary to the Custodian to deliver Deposited Securities shall be given
by
letter, first class airmail postage prepaid, or, at the request, risk and
expense of the Holder, by cable, telex or facsimile transmission. Delivery
of
Deposited Securities may be made by the delivery of certificates (which, if
required by law shall be properly endorsed or accompanied by properly executed
instruments of transfer or, if such certificates may be registered, registered
in the name of such Holder or as ordered by such Holder in any Withdrawal Order)
or by such other means as the Depositary may deem practicable.
7.
Substitution
of ADRs.
The
Depositary shall execute and deliver a new ADR of like tenor in exchange and
substitution for any mutilated ADR upon cancellation thereof or in lieu of
and
in substitution for such destroyed, lost or stolen ADR, unless the Depositary
has notice that such ADR has been acquired by a bona fide purchaser, upon the
Holder thereof filing with the Depositary a request for such execution and
delivery and a sufficient indemnity bond and satisfying any other reasonable
requirements imposed by the Depositary.
3
8.
Cancellation
and Destruction of ADRs.
All
ADRs surrendered to the Depositary shall be canceled by the Depositary. The
Depositary is authorized to destroy ADRs so canceled in accordance with its
customary practices.
9.
The
Custodian.
Any
Custodian in acting hereunder shall be subject to the directions of the
Depositary and shall be responsible solely to it. The Depositary may from time
to time, after consultation with the Company if practicable, appoint one or
more
agents to act for it as Custodian hereunder in addition to or in lieu of the
Custodian appointed hereunder. Each Custodian so appointed (other than JPMorgan
Chase Bank, N.A.) shall give written notice to the Company and the Depositary
accepting such appointment and agreeing to be bound by the applicable terms
hereof. Any Custodian may resign from its duties hereunder by at least 30 days
written notice to the Depositary. The Depositary may discharge any Custodian
at
any time upon notice to the Custodian being discharged. Courtesy copies of
any
such notice shall be provided to the Company. Any Custodian ceasing to act
hereunder as Custodian shall deliver, upon the instruction of the Depositary,
all Deposited Securities held by it to a Custodian so continuing to
act.
10.
Co-Registrars
and Co-Transfer Agents.
The
Depositary may appoint and remove (i) co-registrars to register ADRs and
transfers, combinations and split-ups of ADRs and to countersign ADRs in
accordance with the terms of any such appointment and (ii) co-transfer agents
for the purpose of effecting transfers, combinations and split-ups of ADRs
at
designated transfer offices in addition to the Transfer Office on behalf of
the
Depositary. Each co-registrar or co-transfer agent (other than JPMorgan Chase
Bank, N.A.) shall give notice in writing to the Company and the Depositary
accepting such appointment and agreeing to be bound by the applicable terms
of
the Deposit Agreement.
11.
Lists
of Holders.
The
Company shall have the right to inspect transfer records of the Depositary
and
its agents and the ADR Register, take copies thereof and require the Depositary
and its agents to supply copies of such portions of such records as the Company
may request. The Depositary or its agent shall furnish to the Company promptly
upon the written request of the Company, a list of the names, addresses and
holdings of ADSs by all Holders as of a date within seven days of the
Depositary's receipt of such request.
12.
Depositary's
Agents.
The
Depositary may perform its obligations under the Deposit Agreement through
any
agent appointed by it, provided that the Depositary shall notify the Company
of
such appointment and shall remain responsible for the performance of such
obligations as if no agent were appointed.
13.
Successor
Depositary.
If the
Depositary acting hereunder shall resign or be removed, the Company shall,
unless it elects to terminate this Agreement in accordance with paragraph (17)
of the form of ADR, use its best efforts to appoint a bank or trust company
having an office in the Borough of Manhattan, The City of New York, as successor
depositary hereunder. Every successor depositary shall execute and deliver
to
its predecessor and to the Company written acceptance of its appointment
hereunder, and thereupon such successor depositary, without any further act
or
deed, shall become Depositary hereunder; but such predecessor, upon payment
of
all sums due it and on the written request of the Company, shall execute and
deliver an instrument transferring to such successor all rights and powers
of
such predecessor hereunder and assigning all interest in the Deposited
Securities to such successor, and shall deliver to such successor a copy of
its
records in respect of all outstanding ADRs issued hereunder and a list of the
Holders. Any bank or trust company into or with which the Depositary may be
merged or consolidated shall be the successor of the Depositary without the
execution or filing of any document or any further act. Upon the appointment
of
any successor depositary hereunder, any agent of the Depositary then acting
hereunder shall forthwith become such agent hereunder of such successor
depositary and such successor depositary shall, on the written request of any
such agent, execute and deliver to such agent any instruments necessary to
give
such agent authority as such agent hereunder of such successor depositary.
Notwithstanding the foregoing, any appointment of a successor Depositary shall
not relieve the predecessor Depositary or the Company from those obligations
and
liabilities to each other under Section 16 hereof which arose prior to the
appointment of such successor Depositary. A predecessor Depositary shall not
have any liability or incur any expense as a result of any action or inaction
on
the part of a successor Depositary.
4
14.
Reports.
The
Depositary shall make available for inspection by Holders at the Transfer Office
any reports and communications received by the Company which are both (a)
received by the Depositary 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 promptly send to the Holders copies of such
reports when furnished by the Company. Any such reports and communications
furnished to the Depositary by the Company shall be furnished in English. On
or
before the first date on which the Company gives notice, by publication or
otherwise, of any meeting of holders of Shares or other Deposited Securities,
or
of any adjourned meeting of such holders, or the taking of any action by such
holders other than at a meeting, the Company shall transmit to the Custodian
and
the Depositary a copy thereof in English in the form given or to be given,
or
made publicly available, to holders of Shares or other Deposited Securities.
At
the written request of the Company and upon receipt of a sufficient number
of
copies of such notices from the Company, the Depositary will arrange for the
prompt mailing of copies of such notices to all Holders. In connection with
any
registration statement under the Securities Act of 1933 relating to the ADRs
or
with any undertaking contained therein, the Company and the Depositary shall
each furnish to the other and to the United States Securities and Exchange
Commission or any successor governmental agency such information as shall be
required to make such filings or comply with such undertakings. The Company
has
delivered to the Depositary, the Custodian and any Transfer Office, a copy
of
all provisions of or governing the Shares and any other Deposited Securities
issued by the Company or any affiliate of the Company and, promptly upon any
change thereto, the Company shall deliver to the Depositary, the Custodian
and
any Transfer Office, a copy (in English or with an English translation) of
such
provisions as so changed. The Depositary and its agents may rely upon the
Company's delivery thereof for all purposes of the Deposit
Agreement.
15.
Additional
Shares.
Neither
the Company nor any company controlled by the Company shall issue additional
Shares, rights to subscribe for Shares, securities convertible into or
exchangeable for Shares or rights to subscribe for any such securities or shall
deposit any Shares under this Deposit Agreement, except under circumstances
complying in all respects with, and not in violation of, the Securities Act
of
1933. The Company shall use its best efforts to ensure that any company
controlling or under common control with the Company shall abide by the
restrictions set forth in the preceding sentence. The Depositary will use
reasonable efforts to comply with written instructions of the Company not to
accept for deposit hereunder any Shares identified in such instructions at
such
times and under such circumstances as may reasonably be specified in such
instructions in order to facilitate the Company's compliance with securities
laws in the United States.
5
16.
Indemnification.
(a) The
Company shall indemnify, defend and save harmless each of the Depositary and
its
agents against any loss, liability or expense (including reasonable fees and
expenses of counsel) that may arise out of (a) its acceptance and performance
of
its powers and duties in respect of the Deposit Agreement, except to the extent
such loss, liability or expense is due to the negligence or bad faith of the
Depositary or its agents, as the case may be, or (b) any offer or sale of ADRs,
ADSs, Shares or other Deposited Securities or any registration statement under
the Securities Act of 1933 in respect thereof filed by the Company (including
any Form F-6 registration statement to which this Deposit Agreement has been,
and may hereafter be, filed or incorporated by reference therein as an exhibit),
except to the extent such loss, liability or expense arises out of information
(or omissions from such information) relating to it furnished in writing to
the
Company by it expressly for use in any such registration statement. Each of
the
Depositary and its agents shall indemnify, defend and save harmless the Company
against any loss, liability or expense incurred by the Company in respect of
the
Deposit Agreement to the extent such loss, liability or expense is due to the
negligence or bad faith of such person. The obligations set forth in this
Section 16 shall survive the termination of the Deposit Agreement and the
succession or substitution of any indemnified person.
(b)
Any
person seeking indemnification hereunder (an "indemnified
person")
shall
notify the person from whom it is seeking indemnification (the "indemnifying
person")
of the
commencement of any indemnifiable action or claim promptly after such
indemnified person becomes aware of such commencement (provided that the failure
to make such notification shall not affect such indemnified person's rights
otherwise than under this Section 16 and shall only affect its rights hereunder
to the extent such failure is prejudicial) and shall consult in good faith
with
the indemnifying person as to the conduct of the defense of such action or
claim, which shall be reasonable in the circumstances. No indemnified person
shall compromise or settle any indemnifiable action or claim without the prior
written consent of the indemnifying person (which consent shall not be
unreasonably withheld or delayed).
(c) The
obligations set forth in this Section 16 shall survive the termination of the
Deposit Agreement and the succession or substitution of any indemnified
person.
17.
Notices.
Notice
to any Holder shall be deemed given when first mailed, first class postage
prepaid, to the address of such Holder on the ADR Register or received by such
Holder. Notice to the Depositary or the Company shall be deemed given when
first
received by it at the address or facsimile transmission number set forth in
(a)
or (b), respectively, or at such other address or facsimile transmission number
as either may specify to the other by written notice:
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(a)
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JPMorgan
Chase Bank, N.A.
|
Four
Xxx
Xxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
ADR Administration
Fax:
(000) 000-0000
6
| (b) |
Hampshire
International Business
XxxxXxxxxxxxXxxxxxxxxxxXxxxxxxxx
XX00 0XXXxxxxx Xxxxxxx
Attention:
Group Finance Director
Fax:
00
0000 000 000
18.
Miscellaneous.
The
Deposit Agreement is for the exclusive benefit of the Company, the Depositary,
the Holders, and their respective successors hereunder, and shall not give
any
legal or equitable right, remedy or claim whatsoever to any other person. The
Holders and owners of ADRs from time to time shall be parties to the Deposit
Agreement and shall be bound by all of the provisions hereof. If any such
provision is invalid, illegal or unenforceable in any respect, the remaining
provisions shall in no way be affected thereby. The Deposit Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original and all of which shall constitute one instrument.
7
IN
WITNESS WHEREOF, SHIRE plc and JPMORGAN CHASE BANK, N.A. have duly executed
this
Deposit Agreement as of the day and year first above set forth and all holders
of ADRs shall become parties hereto upon acceptance by them of ADRs issued
in
accordance with the terms hereof.
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By
/s/
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Name:
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Title:
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JPMORGAN
CHASE BANK, N.A.
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By
/s/
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Name:
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Title: Vice President
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8
EXHIBIT
A
ANNEXED
TO AND INCORPORATED IN
DEPOSIT
AGREEMENT
[FORM
OF
FACE OF ADR]
THE
RIGHT OF HOLDERS HEREOF TO DIRECT THE VOTING OF SHARES MAY BE RESTRICTED AS
DESCRIBED IN PARAGRAPHS (6) AND (12)
BELOW.
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_____
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No.
of ADSs:
|
|
Number
|
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__________
|
|
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Each
ADS represents
|
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Three
(3) Shares
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CUSIP:
|
AMERICAN
DEPOSITARY RECEIPT
evidencing
AMERICAN
DEPOSITARY SHARES
representing
ORDINARY
SHARES, NOMINAL VALUE 5P EACH
of
(Incorporated
under the
laws
of
England and Wales)
JPMORGAN
CHASE BANK, N.A., a national banking association organized under the laws of
the
United States, as depositary hereunder (the "Depositary"), hereby certifies
that
_____ is the registered owner (a "Holder") of ___ American Depositary Shares
("ADSs"), each (subject to paragraph (13)) representing three ordinary shares
(including the rights to receive Shares described in paragraph (1), "Shares"
and, together with any other securities, cash or property from time to time
held
by the Depositary in respect or in lieu of deposited Shares, the "Deposited
Securities"), of Shire plc, a corporation organized under the laws of England
and Wales (the "Company"), deposited with the Custodian appointed under the
Deposit Agreement (subject to paragraph (15), the "Custodian"), under the
Deposit Agreement dated as of November 21, 2005 (as amended from time to time,
the "Deposit Agreement") among the Company, the Depositary and all Holders
from
time to time of American Depositary Receipts issued thereunder ("ADRs"), each
of
whom by accepting an ADR becomes a party thereto. The Deposit Agreement and
this
ADR (which includes the provisions set forth on the reverse hereof) shall be
governed by and construed in accordance with the laws of the State of New
York.
1
(1)
Issuance
of ADRs.
This
ADR is one of the ADRs issued under the Deposit Agreement. Subject to paragraph
(4), the Depositary may so issue ADRs for delivery at the Transfer Office
(defined in paragraph (3)) only against deposit with the Custodian of: (a)
Shares in form satisfactory to the Custodian; (b) rights to receive Shares
from
the Company or any registrar, transfer agent, clearing agent or other entity
recording Share ownership or transactions; or, (c) unless requested in writing
by the Company to cease doing so at least two business days in advance of the
proposed deposit, other rights to receive Shares (until such Shares are actually
deposited pursuant to (a) or (b) above, "Pre-released ADRs") only if (i)
Pre-released ADRs are fully collateralized (marked to market daily) with cash
or
U.S. government securities held by the Depositary for the benefit of Holders
(but such collateral shall not constitute "Deposited Securities"), (ii) each
recipient of Pre-released ADRs agrees in writing with the Depositary that such
recipient (a) owns such Shares, (b) assigns all beneficial right, title and
interest therein to the Depositary in its capacity as such, (c) holds such
Shares for the account of the Depositary, (d) will deliver such Shares to the
Custodian as soon as practicable and promptly upon demand therefor and (e)
will
not take any action with respect to the Pre-released ADS and Shares that is
inconsistent with the transfer of the Depositary's beneficial ownership thereof,
and (iii) all Pre-released ADRs evidence not more than 20% of all ADSs
(excluding those evidenced by Pre-released ADRs), except to the extent that
the
Depositary (in its sole discretion) determines that unusual market conditions
require the issuance of Pre-released ADRs in addition to 20% of all such ADSs.
The Depositary may retain for its own account any earnings on collateral for
Pre-released ADRs and its charges for issuance thereof. At the request, risk
and
expense of the person depositing Shares, the Depositary may accept deposits
for
forwarding to the Custodian and may deliver ADRs at a place other than its
office. Every person depositing Shares under the Deposit Agreement represents
and warrants that such Shares are free and clear of any lien, encumbrance,
security interest, charge, mortgage, pledge or restriction on transfer, validly
issued and outstanding, fully paid, nonassessable and free of pre-emptive
rights, that the person making such deposit is duly authorized so to do and
that
such Shares (A) are not "restricted securities" as such term is defined in
Rule
144 under the Securities Act of 1933 unless at the time of deposit they may
be
freely transferred in accordance with Rule 144(k) and may otherwise be offered
and sold freely in the United States or (B) have been registered under the
Securities Act of 1933. Such representations and warranties shall survive the
deposit of Shares and issuance of ADRs. The Depositary will not knowingly accept
for deposit under the Deposit Agreement any Shares required to be registered
under the Securities Act of 1933 and not so registered; the Depositary may
refuse to accept for such deposit any Shares identified by the Company in order
to facilitate the Company's compliance with such Act.
(2)
Withdrawal
of Deposited Securities.
Subject
to paragraphs (4) and (5), upon surrender of this ADR in form satisfactory
to
the Depositary at the Transfer Office, the Holder hereof is entitled to delivery
at the Custodian's office of the Deposited Securities at the time represented
by
the ADSs evidenced by this ADR. At the request, risk and expense of the Holder
hereof, the Depositary may deliver such Deposited Securities at such other
place
as may have been requested by the Holder. Notwithstanding any other provision
of
the Deposit Agreement or this ADR, the withdrawal of Deposited Securities may
be
restricted only for the reasons set forth in General Instruction I.A.(1) of
Form
F-6 (as such instructions may be amended from time to time) under the Securities
Act of 1933.
2
(3)
Transfers
of ADRs.
The
Depositary or its agent will keep, at a designated transfer office in the
Borough of Manhattan, The City of New York (the "Transfer Office"), (a) a
register (the "ADR Register") for the registration, registration of transfer,
combination and split-up of ADRs, which at all reasonable times will be open
for
inspection by Holders and the Company for the purpose of communicating with
Holders in the interest of the business of the Company or a matter relating
to
the Deposit Agreement and (b) facilities for the delivery and receipt of ADRs.
Title to this ADR (and to the Deposited Securities represented by the ADSs
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
negotiable instruments under the laws of the State of New York; provided
that the
Depositary, notwithstanding any notice to the contrary, may treat the person
in
whose name this ADR is registered on the ADR Register as the absolute owner
hereof for all purposes. Subject to paragraphs (4) and (5), this ADR is
transferable on the ADR Register and may be split into other ADRs or combined
with other ADRs into one ADR, evidencing the same number of ADSs evidenced
by
this ADR, by the Holder hereof or by duly authorized attorney upon surrender
of
this ADR at the 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 ADR Register at any time or from time to time when
deemed expedient by it or requested by the Company.
(4)
Certain
Limitations.
Prior
to the issue, registration, registration of transfer, split-up or combination
of
any ADR, the delivery of any distribution in respect thereof, or, subject to
the
last sentence of paragraph (2), the withdrawal of any Deposited Securities,
and
from time to time in the case of clause (b)(ii) of this paragraph (4), the
Company, the Depositary or the Custodian may require: (a) payment with respect
thereto of (i) any stamp duty, stamp duty reserve tax or other transfer duty
or
stock transfer or other tax or other governmental charge, (ii) any stock
transfer or registration fees in effect for the registration of transfers of
Shares or other Deposited Securities upon any applicable register and (iii)
any
applicable charges as provided in paragraph (7) of this ADR; (b) the production
of proof satisfactory to it of (i) the identity and genuineness of any signature
and (ii) such other information, including without limitation, information
as to
citizenship, residence, exchange control approval, beneficial ownership of
any
securities, compliance with applicable law, regulations, provisions of or
governing Deposited Securities and terms of the Deposit Agreement and this
ADR,
as it may deem necessary or proper; and (c) compliance with such regulations
as
the Depositary may establish consistent with the Deposit Agreement. The issuance
of ADRs, the acceptance of deposits of Shares, the registration, registration
of
transfer, split-up or combination of ADRs or, subject to the last sentence
of
paragraph (2), the withdrawal of Deposited Securities may be suspended,
generally or in particular instances, when the ADR Register or any register
for
Deposited Securities is closed or when any such action is deemed advisable
by
the Depositary or the Company.
(5)
Taxes.
If any
tax or other governmental charge shall become payable by or on behalf of the
Custodian or the Depositary with respect to this ADR, any Deposited Securities
represented by the ADSs evidenced hereby or any distribution thereon, such
tax
or other governmental charge shall be paid by the Holder hereof to the
Depositary and neither the Company nor the Depositary shall have any liability
therefore. The Depositary may refuse to effect any registration, registration
of
transfer, split-up or combination hereof or, subject to the last sentence of
paragraph (2), any withdrawal of such Deposited Securities until such payment
is
made. The Depositary may also deduct from any distributions on or in respect
of
Deposited Securities, or may sell by public or private sale for the account
of
the Holder hereof any part or all of such Deposited Securities (after attempting
by reasonable means to notify the Holder hereof prior to such sale), and may
apply such deduction or the proceeds of any such sale in payment of such tax
or
other governmental charge, the Holder hereof remaining liable for any
deficiency, and shall reduce the number of ADSs evidenced hereby to reflect
any
such sales of Deposited Securities. In connection with any distribution to
Holders, the Company will remit to the appropriate governmental authority or
agency all amounts (if any) required to be withheld and owing to such authority
or agency by the Company; and the Depositary and the Custodian will remit to
the
appropriate governmental authority or agency all amounts (if any) required
to be
withheld and owing to such authority or agency by the Depositary or the
Custodian. If the Depositary determines that any distribution in property other
than cash (including Shares or rights) on Deposited Securities is subject to
any
tax that the Depositary or the Custodian is obligated to withhold, the
Depositary may dispose of all or a portion of such property in such amounts
and
in such manner as the Depositary deems necessary and practicable to pay such
taxes, by public or private sale, 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.
3
(6)
Disclosure
of Interests.
To the
extent that the provisions of or governing or to which such Deposited Securities
are otherwise subject may require disclosure of or impose limits on beneficial
or other ownership of Deposited Securities, other Shares and other securities
and may provide for blocking transfer, voting or other rights to enforce such
disclosure or limits, Holders and all persons holding ADRs agree to comply
with
all such disclosure requirements and ownership limitations and to cooperate
with
the Depositary in the Depositary's compliance with any Company instructions
in
respect thereof, and the Depositary will use reasonable efforts to comply with
such Company instructions.
Notwithstanding
any provision of the Deposit Agreement or of this ADR and without limiting
the
foregoing, by being a Holder of an ADR, each such Holder agrees to provide
such
information as the Company may request in a disclosure notice (a "Disclosure
Notice") given pursuant to the Great Britain Companies Act 1985 (as amended
from
time to time and including any statutory modification or re-enactment thereof,
the "Companies Act") or the Articles of Association of the Company. By accepting
or holding this ADR, each Holder acknowledges that it understands that failure
to comply with a Disclosure Notice may result in the imposition of sanctions
against the holder of the Shares in respect of which the non-complying person
is
or was, or appears to be or has been, interested as provided in the Companies
Act and the Articles of Association which currently include, the withdrawal
of
the voting rights of such Shares and the imposition of restrictions on the
rights to receive dividends on and to transfer such Shares. In addition, by
accepting or holding this ADR each Holder agrees to comply with the provisions
of the Companies Act with regard to the notification to the Company of interests
in Shares, which currently provide, inter alia,
that
any Holder who is or becomes directly or indirectly interested (within the
meaning of the Companies Act) in 3% or more of the outstanding Shares, or is
aware that another person for whom it holds such ADRs is so interested, must
within two business days after becoming so interested or so aware (and
thereafter in certain circumstances upon any change to the particulars
previously notified) notify the Company as required by the Companies Act. After
the relevant threshold is exceeded, similar notifications must be made in whole
respect of whole percentage figure increases or decreases, rounded down to
the
nearest whole number.
(7)
Charges
of Depositary.
The
Depositary may charge each person to whom ADRs are issued against deposits
of
Shares, including deposits in respect of Share Distributions, Rights and Other
Distributions (as such terms are defined in paragraph (10)), and each person
surrendering ADRs for withdrawal of Deposited Securities, U.S. $5.00 for each
100 ADSs (or portion thereof) evidenced by the ADRs delivered or surrendered.
The Depositary may sell (by public or private sale) sufficient securities and
property received in respect of Share Distributions, Rights and Other
Distributions prior to such deposit to pay such charge. The Company will pay
all
other charges and expenses of the Depositary and any agent of the Depositary
(except the Custodian) pursuant to agreements from time to time between the
Company and the Depositary, except (i) stock transfer or other taxes and other
governmental charges (which are payable by Holders or persons depositing
Shares), (ii) cable, telex and facsimile transmission and delivery charges
incurred at the request of persons depositing, or Holders delivering Shares,
ADRs or Deposited Securities (which are payable by such persons or Holders),
(iii) transfer or registration fees for the registration of transfer of
Deposited Securities on any applicable register in connection with the deposit
or withdrawal of Deposited Securities (which are payable by persons depositing
Shares or Holders withdrawing Deposited Securities; there are no such fees
in
respect of the Shares as of the date of the Deposit Agreement) and (iv) expenses
of the Depositary in connection with the conversion of foreign currency into
U.S. dollars (which are paid out of such foreign currency). These charges may
be
changed in the manner indicated in paragraph (16).
4
(8)
Available
Information.
The
Deposit Agreement, the provisions of or governing Deposited Securities and
any
written communications from the Company, which are both received by the
Custodian or its nominee as a holder of Deposited Securities and made generally
available to the holders of Deposited Securities, are available for inspection
by Holders at the offices of the Depositary and the Custodian and at the
Transfer Office. The Depositary will mail copies of such communications (or
English translations or summaries thereof) to Holders if and when furnished
by
the Company. The Company is subject to the periodic reporting requirements
of
the Securities Exchange Act of 1934 and accordingly files certain reports with
the United States Securities and Exchange Commission (the "Commission"). Such
reports and other information may be inspected and copied at public reference
facilities maintained by the Commission located at the date hereof at Judiciary
Plaza, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
(9)
Execution.
This
ADR shall not be valid for any purpose unless executed by the Depositary by
the
manual or facsimile signature of a duly authorized officer of the
Depositary.
Dated:
|
JPMORGAN
CHASE BANK, N.A., as
Depositary
|
|
|
By
__________________________
|
|
|
Authorized
Officer
|
The
Depositary's office is located at 0 Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000.
5
[FORM
OF
REVERSE OF ADR]
(10)
Distributions
on Deposited Securities.
Subject
to paragraphs (4) and (5), to the extent practicable, the Depositary will
distribute by mail to each Holder entitled thereto on the record date set by
the
Depositary therefor at such Holder's address shown on the ADR Register, in
proportion to the number of Deposited Securities (on which the following
distributions on Deposited Securities are received by the Custodian) represented
by ADSs evidenced by such Holder's ADRs and, in each case, without unreasonable
delay:
(a)
Cash:
Any
U.S. dollars available to the Depositary resulting from a cash dividend or
other
cash distribution or the net proceeds of sales of any other distribution or
portion thereof authorized in this paragraph (10) ("Cash"), on an averaged
or
other practicable basis, subject to (i) appropriate adjustments for taxes
withheld, (ii) such distribution being impermissible or impracticable with
respect to certain Holders, and (iii) deduction of the Depositary's expenses
in
(1) converting any foreign currency to U.S. dollars by sale or in such other
manner as the Depositary may determine to the extent that it determines that
such conversion may be made on a reasonable basis, (2) transferring foreign
currency or U.S. dollars to the United States by such means as the Depositary
may determine to the extent that it determines that such transfer may be made
on
a reasonable basis, (3) obtaining any approval or license of any governmental
authority required for such conversion or transfer, which is obtainable at
a
reasonable cost and within a reasonable time and (4) making any sale by public
or private means in any commercially reasonable manner. If the Depositary
determines in its reasonable judgment that such foreign currency is not
convertible, in whole or in part, on a reasonable basis into U.S. dollars
transferable to the United States, or if any approval or license which is
required for such conversion is denied or in the opinion of the Depositary,
is
not obtainable or is not obtained within a reasonable period or at a reasonable
cost, the Depositary may distribute all or part of the foreign currency (or
an
appropriate document evidencing the right to receive such foreign currency)
to,
or in its discretion may hold such foreign currency uninvested and without
liability for interest thereon for the respective accounts of, the Holders
entitled thereto. All expenses of any such conversion shall be deducted from
the
proceeds thereof.
On
the
date in which the Company shall pay any cash dividend to its holders of Shares
or other Deposited Securities, the Company may convert or cause to be converted,
in a commercially reasonable manner, such foreign currency into U.S. dollars
and
distribute the same to the Depositary for distribution to Holders. No deductions
shall be made by the Company from the proceeds of such conversion; provided
that
actual and customary commissions paid by the Company on account of such
conversion shall not be considered a deduction by the Company. If such
conversion or distribution generally or with regard to any particular Holder
can
be effected only with the approval or license of any government or agency
thereof, the Company shall have discretion and authority to file such
application for approval or license, if any, as it may deem desirable.
(b)
Shares.
(i)
Additional ADRs evidencing whole ADSs representing any Shares available to
the
Depositary resulting from a dividend or free distribution on Deposited
Securities consisting of Shares (a "Share Distribution") and (ii) U.S. dollars
available to it resulting from the net proceeds of sales of Shares received
in a
Share Distribution, which Shares would give rise to fractional ADSs if
additional ADRs were issued therefor, as in the case of Cash.
6
(c)
Rights.
(i)
Warrants or other instruments in the discretion of the Depositary representing
rights to acquire additional ADRs in respect of any rights to subscribe for
additional Shares or rights of any nature available to the Depositary as a
result of a distribution on Deposited Securities ("Rights"), to the extent
that
the Company timely furnishes to the Depositary evidence satisfactory to the
Depositary that the Depositary may lawfully distribute the same (the Company
has
no obligation to so furnish such evidence), or (ii) to the extent the Company
does not so furnish such evidence and sales of Rights are practicable, any
U.S.
dollars available to the Depositary from the net proceeds of sales of Rights
as
in the case of Cash, or (iii) to the extent the Company does not so furnish
such
evidence and such sales cannot practicably be accomplished by reason of the
nontransferability of the Rights, whether by their terms, pursuant to applicable
law or otherwise, limited markets therefor, their short duration or otherwise,
nothing (and any Rights may lapse).
(d)
Other
Distributions.
(i)
Securities or property available to the Depositary resulting from any
distribution on Deposited Securities other than Cash, Share Distributions and
Rights ("Other Distributions"), by any means that the Depositary may deem
equitable and practicable, or (ii) to the extent the Depositary deems
distribution of such securities or property not to be equitable and practicable,
any U.S. dollars available to the Depositary from the net proceeds of sales
of
Other Distributions as in the case of Cash. Before effecting any such sale
of a
Share Distribution, Rights or Other Distribution, the Depositary will provide
notice to the Company of its intended action. Such U.S. dollars available will
be distributed by checks drawn on a bank in the United States for whole dollars
and cents (any fractional cents being withheld without liability for interest
and dealt with by the Depositary in accordance with its then current
practices).
(11)
Record
Dates.
The
Depositary may, after consultation with the Company, if practicable, fix a
record date (which shall be as near as practicable to any corresponding record
date set by the Company) for the determination of the Holders who shall be
entitled to receive any distribution on or in respect of Deposited Securities,
to give instructions for the exercise of any voting rights, to receive any
notice or to act in respect of other matters and only such Holders shall be
so
entitled.
(12)
Voting
of Deposited Securities.
As soon
as practicable after receipt from the Company of notice of any meeting or
solicitation of consents or proxies of holders of Shares or other Deposited
Securities, the Depositary shall fix a record date in accordance with paragraph
(11) hereof and, unless otherwise requested in writing by the Company in order
to comply with applicable law, mail to Holders a notice stating (a) such
information as is contained in such notice and any solicitation materials,
(b)
that each Holder on the record date set by the Depositary therefor will be
entitled to instruct the Depositary as to the exercise of the voting rights,
if
any, pertaining to the Deposited Securities represented by the ADSs evidenced
by
such Holder's ADRs and (c) the manner in which such instructions may be given,
including instructions to give a discretionary proxy to a person designated
by
the Company subject to any applicable provisions of the laws of the United
Kingdom and the Memorandum and Articles of Association of the Company and the
provisions of or governing Deposited Securities. Upon receipt of instructions
of
a Holder on such record date in the manner and on or before the date established
by the Depositary for such purpose, the Depositary shall endeavor insofar as
practicable and permitted under the provisions of or governing Deposited
Securities to vote or cause to be voted (or to grant a discretionary proxy
to a
person designated by the Company to vote) the Deposited Securities represented
by the ADSs evidenced by such Holder's ADRs in accordance with such
instructions. The Depositary will not itself exercise any voting discretion
in
respect of any Deposited Security. Subject to the provisions of the next
succeeding paragraph, to the extent such instructions are not so received by
the
Depositary from any Holder, the Holder shall be deemed to have instructed the
Depositary to give a discretionary proxy to a person designated by the Company
to vote the Deposited Securities represented by ADSs as to which the Depositary
has not received instructions from the Holders, provided
that no
such instruction shall be deemed to be given and no discretionary proxy shall
be
given with respect to which the Company informs the Depositary (and the Company
agrees to provide such information promptly in writing) that the Company does
not wish such proxy given.
7
Notwithstanding
anything to the contrary contained in the preceding paragraph, the Depositary
shall not be obligated to give any such discretionary proxy and the Holders
shall not have been deemed to have so instructed the Depositary unless and
until
the Depositary has been provided with an opinion of counsel to the Company,
which may be given at the time of entering into the Deposit Agreement,
satisfactory to the Depositary (which may be internal counsel), in form and
substance satisfactory to the Depositary, substantially to the effect that
(i)
the granting of such discretionary proxy does not subject the Depositary to
any
additional disclosure obligations related to interests in shares under the
Companies Act or the listing rules of the London Stock Exchange except for
any
required notification to the Company pursuant to Part VI of the Companies Act,
(ii) the granting of such proxy does not result in a breach of the Companies
Act
or the listing rules of the London Stock Exchange and (iii) the Depositary
or
the Custodian, or the nominee of any of them, whichever is the registered holder
entitled to attend and vote at meetings of the Company in respect of such
Shares, has the right to appoint the proxy to attend and vote instead of him.
The Company undertakes to inform the Depositary of any substantial change in
law
which would subject the Depositary to disclosure obligations under the Companies
Act or listing rules of the London Stock Exchange (other than said Part VI
of
the Companies Act) to which the Depositary, the Custodian or the nominee of
any
of them would not otherwise be subject but for the grant of such discretionary
proxy.
(13)
Changes
Affecting Deposited Securities.
Subject
to paragraphs (4) and (5), the Depositary may, in its discretion, and after
consultation with the Company if practicable, amend this ADR or distribute
additional or amended ADRs (with or without calling this ADR for exchange)
or
cash, securities or property on the record date set by the Depositary therefor
to reflect any change in par value, split-up, consolidation, cancellation or
other reclassification of Deposited Securities, any Share Distribution or Other
Distribution not distributed to Holders
or any cash, securities or property available to the Depositary in respect
of
Deposited Securities from (and the Depositary is hereby authorized to surrender
any Deposited Securities to any person and to sell by public or private sale
any
property received in connection with) any recapitalization, reorganization,
merger, consolidation, liquidation, receivership, bankruptcy or sale of all
or
substantially all the assets of the Company, and to the extent the Depositary
does not so amend this ADR or make a distribution to Holders to reflect any
of
the foregoing, or the net proceeds thereof, whatever cash, securities or
property results from any of the foregoing shall constitute Deposited Securities
and each ADS evidenced by this ADR shall
automatically represent its pro rata interest in the Deposited Securities as
then constituted.
8
(14)
Exoneration.
Without
limiting Section 16 of the Deposit Agreement as between the Company and the
Depositary, the Depositary, the Company, their respective officers, directors,
employees and agents and each of them shall: (a) incur no liability (i) if
any
present or future law, regulation, the provisions of or governing any Deposited
Securities, act of God, war or other circumstance beyond its control shall
prevent, delay or subject to any civil or criminal penalty any act which the
Deposit Agreement or this ADR provides shall be done or performed by it, or
(ii)
by reason of any exercise or failure to exercise any discretion given it in
the
Deposit Agreement or this ADR; (b) assume no obligation nor shall any of them
be
subject to any liability to any Holders or beneficial owners of ADSs or any
other person except to perform its obligations to the extent they are
specifically set forth in this ADR and the Deposit Agreement without gross
negligence or bad faith; (c) in the case of the Depositary and its agents,
be
under no obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or this ADR; or (d) in the
case of the Company and its agents hereunder be under no obligation to appear
in, prosecute or defend any action, suit or other proceeding in respect of
any
Deposited Securities or this ADR, which in its opinion may involve it in expense
or liability, unless indemnity satisfactory to it against all expense (including
fees and disbursements of counsel) and liability be furnished as often as may
be
required; or (e) not 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 to
be competent to give such advice or information. The Depositary and the Company,
their respective agents and their respective directors, officers and employees
acting hereunder may rely and shall be protected in acting upon any written
notice, request, direction or other document believed by them to be genuine
and
to have been signed or presented by the proper party or parties. The Depositary
and its agents will not be responsible for any failure to carry out any
instructions to vote any of the Deposited Securities, for the manner in which
any such vote is cast or for the effect of any such vote. The Depositary and
its
agents may own and deal in any class of securities of the Company and its
affiliates and in ADRs. The Company has agreed to indemnify the Depositary
and
its agents under certain circumstances and the Depositary has agreed to
indemnify the Company under certain circumstances. No disclaimer of liability
under the Securities Act of 1933 is intended by any provision
hereof.
(15)
Resignation
and Removal of Depositary; the Custodian.
The
Depositary may resign as Depositary by written notice of its election to do
so
delivered to the Company, or be removed as Depositary by the Company by written
notice of such removal delivered to the Depositary; such resignation or removal
shall take effect upon the appointment of and acceptance by a successor
depositary. The Depositary may appoint substitute or additional Custodians
and
the term "Custodian"
refers
to each Custodian or all Custodians as the context requires.
(16)
Amendment.
Subject
to the last sentence of paragraph (2), the ADRs and the Deposit Agreement may
be
amended by the Company and the Depositary, provided
that any
amendment that imposes or increases any fees or charges (other than stock
transfer or other taxes and other governmental charges, transfer or registration
fees for the registration of transfer of Deposited Securities on any applicable
register in connection with the deposit or withdrawal of Deposited Securities,
cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or that shall otherwise prejudice any substantial existing right
of
Holders, shall become effective 30 days after notice of such amendment shall
have been given to the Holders. Every Holder of an ADR at the time any amendment
to the Deposit Agreement so becomes effective shall be deemed, by continuing
to
hold such ADR, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby. In no event shall any amendment impair
the
right of the Holder of any ADR to surrender such ADR and receive the Deposited
Securities represented thereby, except in order to comply with mandatory
provisions of applicable law. The parties hereto agree that any amendments
or
supplements which (i) are reasonably necessary (as agreed by the Company and
the
Depositary) in order for (a) the ADSs to be registered on Form F-6 under the
Securities Act of 1933 or (b) the ADSs or Shares to be traded solely in
electronic book-entry form and (ii) do not in either such case impose or
increase any fees or charges to be borne by Holders, shall be deemed not to
prejudice any substantial rights of Holders. In no event shall any amendment
or
supplement impair the right of the Holder to surrender such ADR and receive
therefor the Deposited Securities represented thereby except in order to comply
with mandatory provisions of applicable law. Notwithstanding the foregoing,
if
any governmental body should adopt new laws, rules or regulations which would
require amendment or supplement of the Deposit Agreement or the form of ADR
to
ensure compliance therewith, the Company and the Depositary may amend or
supplement the Deposit Agreement and the ADR at any time in accordance with
such
changed rules. Such amendment or supplement to the Deposit Agreement in such
circumstances may become effective before a notice of such amendment or
supplement is given to Holders or within any other period of time as required
for compliance.
9
(17)
Termination.
The
Depositary shall at the written direction of the Company, terminate the Deposit
Agreement and this ADR by mailing notice of such termination to the Holders
at
least 30 days prior to the date fixed in such notice for such termination.
The
Depositary may terminate the Deposit Agreement by giving the notice set forth
in
the preceding sentence of this paragraph (17) at any time after 60 days has
elapsed after the Depositary shall have resigned hereunder, provided that no
successor depositary shall have been appointed and accepted its appointment
hereunder before the end of such 60 days. After the date so fixed for
termination, the Depositary and its agents will perform no further acts under
the Deposit Agreement and this ADR, except to advise Holders of such
termination, receive and hold (or sell) distributions on Deposited Securities
and deliver Deposited Securities being withdrawn. As soon as practicable after
the expiration of six months from the date so fixed for termination, the
Depositary shall sell the Deposited Securities and shall thereafter (as long
as
it may lawfully do so) hold in a segregated account the net proceeds of such
sales, together with any other cash then held by it under the Deposit Agreement,
without liability for interest, in trust for the pro rata
benefit
of the Holders of ADRs not theretofore surrendered. After making such sale,
the
Depositary shall be discharged from all obligations in respect of the Deposit
Agreement and this ADR, except to account for such net proceeds and other cash.
After the date so fixed for termination, the Company shall be discharged from
all obligations under the Deposit Agreement except for its obligations to the
Depositary and its agents.
10
