HUNTINGDON INTERNATIONAL HOLDINGS plc
AND
THE BANK OF NEW YORK
As Depositary
AND
HOLDERS OF AMERICAN DEPOSITARY RECEIPTS
DEPOSIT AGREEMENT
Dated as of June 21, 1983
And
Amended and Restated as of June 6, 1996
AMENDED AND RESTATED
DEPOSIT AGREEMENT
The DEPOSIT AGREEMENT, dated as of June 21, 1983 among Huntingdon International
Holdings plc, an English Company (herein called the Company), XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK a New York corporation, and all Holders from time to
time of American Depositary Receipts issued hereunder is hereby amended and
restated as follows as of this 6th day of June 1996 among the Company, The Bank
of New York, a New York banking corporation (herein called the Depositary) , and
all Holders from time to time of American Depositary Receipts (herein referred
to as the "Deposit Agreement).
WITNESSETH:
WHEREAS, the Company desires to provide, as hereinafter set forth in this
'Deposit Agreement, for the deposit of Ordinary Shares of 5p each (par value)
(herein called the Ordinary Shares) of the Company from time to time with the
Depositary or with the principal London office of Xxx Xxxx 0x Xxx Xxxx (herein
called the Custodian), as agent of the Depositary for the purposes set forth in
this Deposit Agreement, for the creation of American Depositary Shares
representing the Ordinary Shares so deposited and for the execution and delivery
of American Depositary Receipts in respect of the American Depositary Shares;
and
WHEREAS, the American Depositary Receipts are to be substantially in the form of
Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the premises, it is agreed by and between
the parties hereto as follows:
ARTICLE 1 DEFINITIONS
The following definitions shall for all purposes, unless otherwise clearly
indicated, apply to the respective terms used in this Deposit Agreement:
SECTION 1.01 Company
The term "Company' shall mean Huntingdon International Holdings plc, an English
company, and its successors.
SECTION 1.02 Depositary
The term "Depositary" shall mean The Bank of New York, a New York banking
corporation, and its successors as depositary hereunder. The term Corporate
Trust Office, when used with respect to the Depositary, shall be the Corporate
Trust Office as it is there at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or
at such other location as may be designated by the Depositary.
SECTION 1.03 Custodian
The term "Custodian" shall mean the principal London office of The Bank of New
York, presently located at 0 Xxxxxxx Xxxx, Xxxxxx, XX0X 0X0, Xxxxxxx, as agent
of the Depositary for the purposes of this Deposit Agreement, and any other firm
or corporation which may hereafter be appointed by the Depositary, pursuant to
the terms of Section 5.05, as substitute Custodian hereunder.
SECTION 1.04 Deposit Agreement
The term "Deposit Agreement" shall mean this agreement, as the same may be
amended from time to time in accordance with the provisions hereof.
SECTION 1.05 Ordinary Shares
The term 'Ordinary Shares" shall mean the Ordinary Shares of 5p each (par value)
of the Company heretofore validly issued, fully paid and nonassessable, and
currently outstanding, and hereafter validly issued and outstanding and fully
paid and nonassessable.
SECTION 1.06 Deposited Securities
The term "Deposited Securities" as of any time shall mean the Ordinary Shares at
such tine deposited under this Deposit Agreement and any and all other
securities, property and cash received by the Depositary or the Custodian in
respect thereof and at such time held hereunder, subject as to cash to the
provisions of Section 4.05.
SECTION 1.07 Receipts
The term "Receipts" shall mean the American Depositary Receipts issued hereunder
representing American Depositary Shares.
SECTION 1.08 American Depositary Share
The term "American Depositary Share" shall mean a security evidenced by an
American Deposita1y Receipt, that represents a foreign security or a multiple of
or fraction thereof deposited with a depositary, the rights represented by the
Receipts issued hereunder and the interests in the Deposited Securities
represented thereby. Each American Depositary Share shall represent five
Ordinary Shares (or evidence of rights to receive such Ordinary Shares), until
there shall occur a distribution upon Deposited Securities covered by Section
4.03 or a change in Deposited securities covered by Section 4.08 with respect to
which additional Receipts are not executed and delivered, and thereafter
American Depositary Shares shall represent the number of Ordinary Shares or
Deposited Securities specified in such Sections.
SECTION 1.O9 Holder
The term "Holder" shall mean the person in whose name a Receipt is registered on
the books of the Depositary maintained for such purpose.
SECTION 1.10 Registrar
The term "Registrar" shall mean any bank or trust company appointed to
countersign Receipts and transfers of Receipts as herein provided and shall
include any coregistrar appointed by the Depositary, upon the request or with
the approval of the Company, for such purposes.
SECTION 1.11 Dollars
The term "dollars" shall mean United States dollars. The term "pounds sterling"
shall mean United Kingdom pounds sterling.
SECTION 1.12 Securities Act of 1933
The term "Securities Act of 1933" shall mean the Act of May 27, 1933 (15 US
Code, Secs 77a77aa), as from time to time amended.
SECTION 1.13 Commission
The term "Commission" shall mean tbe Securities and Exchange Commission of the
United States or any successor governmental agency in the United States.
ARTICLE 2 FORM OF RECEIPTS, DEPOSIT OF ORDINARY SHARES, EXECUTION AND
DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS
SECTION 2.01 Form and Transferability of Receipts
Definitive Receipts shall be engraved or printed or lithographed, shall be
substantially in the form set forth in Exhibit A annexed to this Deposit
Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided. Such Receipts shall be executed by the Depositary by the
manual or facsimile signature of a duly authorized signatory of the Depositary
and, if a Registrar for the Receipts shall have been appointed, countersigned by
the manual or facsimile signature of a duly authori2ed signatory of the
Registrar. No Receipt shall be entitled to any benefits under this Deposit
Agreement or be valid or obligatory for any purpose, unless such Receipt shall
have been executed by the Depositary by the manual or facsimile signature of a
duly authorized signatory or, if a Registrar shall have been appointed, by the
manual or facsimile signature of a duly authorized signatory of the Registrar.
The Depositary shall maintain books on which each Receipt so executed and
delivered as hereinafter provided and the transfer of each such Receipt shall be
registered Receipts bearing the manual or facsimile signature of a duly
authorized signatory of the Depositary who was at any time a proper signatory of
the Depositary shall bind the Depositary, notwithstanding that such signatory
has ceased to hold such office prior to signature of the Registrar and delivery
of such Receipts or did not hold such office at the date of such Receipts.
The Receipts may be endorsed with or have incorporated in the text thereof such
legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or required to comply
with any applicable law or regulations thereunder or with the rules and
regulations of any securities exchange upon which the American Depositary Shares
may be listed or to conform with any usage with respect thereto, or to indicate
any special limitations or restrictions to which any particular Receipts are
subject by reason of the date of issuance of the underlying Deposited Securities
or otherwise.
Title to a Receipt (and to the American Depositary shares evidenced thereby) ,
when properly endorsed or accompanied by proper instruments of transfer, shall
be transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that the Depositary, notwithstanding any notice
to the contrary, may treat the Holder thereof as the absolue owner thereof for
the purpose of determining the person entitled to distribution of dividends or
oher distributions or to any notice provided for in this Deposit Agreement, and
for all other purposes.
SECTION 2.02 Deposit of Ordinary Shares
Subject to the terms and conditions of this Deposit Agreement, Ordinary Shares
or evidence of rights to receive Ordinary Shares may be deposited by the
delivery thereof to the Custodian, accompanied by any appropriate instrument or
instruments of transfer, or endorsement, in form satisfactory to the Custodian,
together with all suh cerificaions as may be required by the Depositary or the
Custodian in accordance with the provisions of this Deposit Agreement, and
together with a written order directing the Depositary to execute and deliver
to, or upon the written order of, the person or persons stated in such order a
Receipt or Receipts for the number of American Deposiary Shares representing
such deposit. No Ordinary Shares shall be accepted for deposit unless
accompanied by evidence satisfactory to the Depositary that any necessary
aproval has been granted by the governmental body in the United Kingdom, if any,
which is then performing the function of the regulation of currency exchange. If
required by the Depositary, Ordinary Shares presented for deposit at any time,
whether or not the transfer books of the Company are closed, shall also be
accompanied by an agreement or assignment, or other instrument satisfactory to
the Depositary, which will provide for the prompt transfer to the Custodian of
any dividend, or right to subscribe for addiional Ordinary Shares or to receive
other propery, which any person in whose name the Ordinary Shares are or have
been recorded may thereafter receive upon or in respect of such deposited
Ordinary Shares, or in lieu thereof, such agreement of indemnity or other
agreement as shall be satisfactory to the Depositary.
At the request and risk and expense of any holder of ordinary Shares, and for
the account of such holder, the Depositary may receive certificates for Ordinary
Shares to be deposited, together wih the other instruments herein specified, for
the purpose of forwarding such certificaes for Ordinary Shares to the Custodian
for deposit hereunder.
Upon each delivery to the Custodian of a cerificate or cerificates for Odinary
Shares to be deposited hereunder, together with the other documents above
specified, the Custodian shall, as soon as transfer and recordation can be
accomplished, present such certificate or certificates to the Company for
transfer and recordation of the Ordinary Shares being deposited in the name of
the Depositary or its nominee, or the Custodian or its nominee.
Deposited Ordinary Shares shall be held by the Depositary, or by the Cusodian
for the account and to the order of the Depositary, or at such other place or
places as the Depositary shall determine.
SECTION 2.03 Execution and Delivery of Receipts.
----------------------------------
Upon receipt by the Cusodian of any deposit pursuant to Section 2.02 hereunder
(and in addtion, if the transfer books of the Company are open, a proper
acknowledgment or other evidence from the Company satisfactory to the Depositary
that any deposited Ordinary Shares have been recorded upon the Company's books
in the name of the Depositary or its nominee or the Custodian or its nominee},
together with the other documents required as above specified, the Custodian
shall notify the Depositary of such deposit and the person or persons to whom or
upon whose written order a Receipt or Receipts are deliverable in respect
thereof and the number of American Depositary Shares to be represented thereby.
Such notification shall be made by letter or, at the request and risk and
expense of the person making the deposit, by cable, telex or facsimile
transmission. Upon receiving such notice from the Custodian, the Depositary,
subject to the terms and conditions of this Deposit Agreement, shall execute and
deliver at its Corporate Trust Office in the Borough of Manhattan, The City of
New York, to or upon the order of the person or persons named in the notice
delivered to the Depositary, a Receipt or Receipts, registered in the name or
names and representing any authorized number of American Depositary Shares
requested by such person or persons, but only upon payment to the Depositary of
the fee of the Depositary for the execution and delivery of such Receipt or
Receipts and of all taxes and governmental charges and fees payable in
connection with such deposit and the transfer of the deposited Ordinary Shares.
SECTION 2.04. Transfer of Receipts, Comninations and Splitups.
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Subject to the terms and conditons of this Deposit Agreement, the Depositary
shall register transfers on its transfer books from time to time of Recipts upon
any surrender of a Receipt, by the Holder in person or by duly authorized
attorney, properly endorsed or accompanied by proper instruments of transfer,
and duly stamped as may be required by any applicable laws. Thereupon the
Depositary shall execute a new Receipt or Receipts and deliver the same to or
upon the order of the person entitled thereto.
The Depositary, subject to the terms and conditions of this Deposit Agreement,
shall, upon surrender of a Receipt or Receipts for the purpose of effecting a
splitup or combination of such Receipt or Receipts, execute and deliver a new
Receipt or Receipts for any authorized number of American Depositary Shares
requested, representing the same aggregate number of American Depositary Shares
as the Receipt or Receipts surrendered.
SECTION 2.05. Surrender of Receipts and Withdrawal of Ordinarv Shares.
-------------------------------------------------------
Upon surrender at the Corporate Trust Office of the Depositary of a Receipt for
the purpose of withdrawal of the Deposited Securities represented thereby, and
upon payment of the fee of the Depositary for the cancellation of Receipts, and
subject to the terms and conditions of this Deposit Agreement, the Holder of
such Receipt shall be entitled to delivery, to him or upon his order, of the
amount of Deposited Securities at the time reprented by such Receipt. Delivery
of such Deposited Securities may be made by the delivery of certificates in the
name of such Holder or as ordered by him, or by the delivery of certificates
properly endorsed or accompanied by proper instruments of transfer. Such
delivery shall be made as hereinafter provided, without unreasonable delay.
A Receipt surrendered for such purposes may be required by the Depositary to be
properly endorsed in blank or accompanied by proper instruments of transfer in
blank, and the Holder thereof shall execute and deliver to the Depositary a
written order directing the Depositary to cause the Deposited Securities being
withdrawn to be delivered to or upon the written order of the person or persons
designated in such order. Thereupon the Depositary shall direct the Custodian to
deliver at the London office of the Custodian, subject to Sections 2.07, 3.01
and 3.02, and to the other terms and conditions of this Deposit Agreement, to or
upon the written order of the person or persons designatd in the order delivered
to the Depositary as above provided, the amount of Deposited Securities
represented by such Receipt, except that the Depositary may make delivery to
such person or persons at the Corporate Trust Office of the Depositary of any
dividends or distributions with respect to the Deposited Securities represented
by such Receipt, or of any proceeds of sale of any dividends, distributions or
rights, which may at the time be held by the Depositary .
At the request and risk and expense of any Holder so surrendering a Receipt, and
for the account of such Holder, the Depositary shall direct the Custodian to
forward a certificate or certificates and other proper documents of title for
the Deposited Securities represented by such Receipt to the Depositary for
delivery at the office of the Depositary. Such direction shall be given by
letter or, at the request and risk and expense of such Holder, by cable, telex
or facsimile transmission.
SECTION 2.06. Appointment of Cotransfer Agents.
--------------------------------
The Depositary may appoint one or more cotransfer agents for the purpose of
effecting transfers, combinations and splitups of Receipts as aforesaid at
designated transfer offices on behalf of the Depositary. In the event a
cotransfer agent is so appointed, it shall carry out its functions on behalf of
the Depositary in accordance with any applicable laws, the requirements of any
stock exchange upon which the Receipts or the American Depositary Shares
represented thereby are listed and in accodance with the instructions of the
Depositary. In carrying out its functions, a cotransfer agent may require
evidence of authority and compliance wich applicable law and other requirements
by Holders of Receipts or persons entitled thereto and shall be entitled to
protection and indemnity to the same extent as the Depositary.
SECTION 2.07. Limitations on Execution and Delivery, Transfer, etc of
Receipts, Suspension of Delivery, Transfer etc.
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As a condition precedent to the execution and delivery, registration of
transfer, splitup, combination or surrender of any Receipt or withdrawal of any
Depclsited Securities, the Depositary or the Custodian may require payment from
the presenter of the Receipt of a sum sufficient to reimburse it for any tax or
other governmental charge and any stock transfer or registration fee with
respect thereto (including any such tax or charge and fee with respect to
Ordinary Shares being deposited or withdrawn) and payment of any applicable fees
as herein provided, may require the production of proof satisfactory to it as to
the identity and genuineness of any signature and my also require compliance wih
such regulations, if any, as the Depositary may esablish consistent with the
provisions of this Deposit Agreement.
The delivery of Receipts against deposits of Ordinary Shares generally may be
suspended, or the delivery of Receipts against the deposit of particular
Ordinary Shares may be withheld, or the registration of transfer of Receipts in
particular instances may be refused or the registration of transfer or surrender
of outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary or the Company are closed, or if any such
action is deemed necessary or advisable by the Depositary or the Company at any
time or from time to time because of any requirement of law or of any government
or governmental body or commission, or under any provision of this Deposit
Agreement subject to the provisions of 7.07. Notwithstanding any other provision
of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts
and withdrawal of Deposited Securities may not be suspended subject only to (i)
temporary delays caused by closing the transfer books of the Depositary or the
Company or the deposit of Shares in connection with voting at a shareholders'
meeting, or the payment of dividends, (ii) the payment of fees, taxes and
similar charges, and (iii) compliance with any US or foreign laws or
governmental regulations relating to the Receipts or to the wihdrawal of the
Deposited Securities. Without limitation of the foregoing, the Depositary shall
not knowingly accept for deposit under this Deposit Agreement any Ordinary
Shares which if sold by the holder thereof in the United States or its
territories, would be subject to the registration provisions of the Securities
Act of 1933, unless a registration statement is in effect as to such Ordinary
Shares.
SECTION 2.08. Lost Receipts etc.
-----------------
In case any Receipt shall be mutilalted, destroyed, lost or stolen, the
Depositary shall execute and deliver a new Receipt of like tenor, in exchange
and substitution for such mutilated Receipt upon cancellation thereof, or in
lieu of and in substitution for such destroyed or lost or stolen Receipt, upon
the Holder thereof filing with Depositary (a) a request for such exchange and
delivery before the Depositary has notice that the Receipt has been acquired by
a bona fide purchaser and {b) a sufficient indemnity bond and satisfying any
other reasonable requirements imposed by the Depositary.
SECTION 2.09. Cancellation and Destruction of Surrendered Receipts.
----------------------------------------------------
All Receipts surrendered to the Depositary shall be cancelled by the Depositary.
The Depositary is authorized to destroy Receipts so cancelled.
SECTION 2.10. Pre-Release of Receipts
Notwithstanding Section 2.03 hereof, the Depositary may execute and deliver
Receipts prior to the receipt of Shares pursuant to Section 2.02
("Pre-Release"). The Depositary may, pursuant to Section 2.05, deliver Shares
upon the receipt and cancellation of Receipts which have been Pre-Released,
whether or not such cancellation is prior to the termination of such Pre-Release
or the Depositary knows that such Receipt has been Pre-Released. The Depositary
may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each
Pre-Release will be (a) preceded or accompanied by a written representation from
the person to whom Receipts are to be delivered that such person, or its
customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at
all times fully collateralized with cash or such other collateral as the
Depositary deems appropriate, (c) terminable by the Depositary on not more than
five (5) business days notice, and (d) subject to such further indemnities and
credit regulations as the Depositary deems appropriate. The number of American
Depositary Shares which are outstanding at any time as a result of Pre-Releases
will not normally exceed thirty percent (30%) of the Shares deposited hereunder;
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate.
The Depositary may retain for its own account any compensation received by it in
connection with the foregoing.
ARTICLE 3. CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS
SECTION 3.01. Filing Proofs, Certificates and Other Information.
-------------------------------------------------
Any person presenting Ordinary Shares for deposit or any Holder of a Receipt may
be required fron time to time to file such proof of citizenship or residence,
exchange control approval or such information relating to the registration on
the books of the Company of the Ordinary Shares presented for deposit or other
information, to execute such certificates and to make such representations and
warranties, as the Depositary may deem necessary or proper. The Depositary may
withhold the delivery or registration of transfer of any Receipt or the
distribution or sale of any dividend or other distribution or rights or of the
proceeds thereof or the delivery of any Deposited Securities until such proof or
other information is filed or such certificates are executed.
SECTION 3.02. Liability of Holder for Taxes.
-----------------------------
If any tax or other governmental charge shall become payable with respect to any
Deposited Securities represented by any Receipt, such tax or other governmental
charge shall be payable by the Holder of such Receipt to the Depositary. The
Depositary may refuse to effect any transfer of such Receipt or any withdrawal
of Deposited Securities represented thereby until such payment is made, and may
withhold any dividends or other distributions, or may sell for the account of
the Holder thereof any part or all of the Deposited Securities represented by
such Receipt, and may apply such dividends or other distributions or the
proceeds of any such sale in payment of such tax or other governmental charge,
the Holder of such Receipt remaining liable for any deficiency.
SECTION 3.03. Warranties on Deposit of Ordinary Shares.
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Every person depositing Ordinary Shares under this Deposit Agreement shall be
deemed thereby to represent and warrant that such Ordinary Shares and each
certificate therefor are validly issued, fully paid and nonassessable, and that
the person making such deposit is duly authorized so to do. Such representations
and warranties shall survive the deposit of Ordinary Shares and issuance of
Receipts.
ARTICLE 4. THE DEPOSITED SECURITIES
SECTION 4.01. Cash Distributions.
------------------
Whenever the Depositary shall receive any cash dividend or other cash
distribution by the Company on any Deposited Securities, the Depositary shall,
subject to the provisions of Section 4.05. convert such dividend or distribution
into dollars and shall distribute the amount thus received to the Holders of
Receipts entitled thereto, in proportion to the number of American Depositary
Shares representing such Deposited Securities held by them respectively;
provided, however, that in the event that the Company or the Depositary shall be
required to withhold and does withhold from any cash dividend or other cash
distribution in respect of any Deposited Securities an amount on account of
taxes, the amount distributed to the Holder of Receipts for American Depositary
Shares representing such Deposited Securities shall be reduced accordingly. The
Depositary shall distribute only such amount, however, as can be distributed
without attributing to any Holder of Receipts a fraction of one cent, and any
balance not so discributable shall be held by the Depositary (without liability
for interest thereon) and shall be added to and become part of the next sum
recejved by the Depositary for distribution to Holders of Receipts then
outstanding.
SECTION 4.02. Distributions Other Than Cash or Ordinary Shares.
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Whenever the Depositary shall receive any distribution other than cash or
Ordinary Shares upon any Deposited Securities, the Depositary shall cause the
securities or property received by it to be distributed to the Holders of
Receipts entitled thereto, in proportion to the number of American Depositary
Shares representing such Deposited Securities held by them respectively, in any
manner that the Depositary may deem equitable and practicable for accomplishing
such distribution; provided, however, that if in the opinion of the Depositary
such distribution cannot be made proportionately among the Holders of Receipts
entitled thereto, or if for any other reason (including any requirement that the
Company or the Depositary withhold an amount on account of taxes) the Depositary
deems such distribution not to be feasible, the Depositary may adopt such method
as it may deem equitable and practicable for the purpose of effecting such
distribution, including the sale (at public or private sale) of the securities
or property thus received, or any part thereof, and the net proceeds of any such
sale shall be distributed by the Depositary to the Holders of Receipts entitled
thereto as in the case of a distribution received in cash.
SECTION 4.03. Distributions in Ordinary Shares.
--------------------------------
If any distribution upon any Deposited Securities consists of a dividend in, or
free distribution of, Ordinary Shares, the Depositary may with the Company's
approval, and shall if the Company shall so request, distribute to the Holders
of outstanding Receipts entitled thereto, in proportion to the number of
American Depositary Shares representing such Deposited Securities held by them
respectively, additional Receipts for an aggregate number of American Depositary
Shares representing the number of Ordinary Shares received as such dividend or
free distribution. In lieu of delivering Receipts for fractional American
Depositary Shares in any such case, the Depositary may sell the number of
Ordinary Shares represented by the aggregate of such fractions and distribute
the net proceeds, all in the manner and subject to the conditions described in
section 4.02. If additional Receipts are not so distributed (except as pursuant
to the preceding sentence), each American Share shall thenceforth also represent
the additional Ordinary Shares distributed upon the Deposited Securities
represented thereby.
SECTION 4.04. Rights.
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In the event that the Company shall offer or cause to be offered to the holders
of any Deposited Securities any rights to subscribe for additional Ordinary
Shares or any rights of any other nature, the Depositary shall have discretion
as to the procedure to be followed in making such rights available to the
Holders of Receipts or in disposing of such rights on behalf of such Holders and
making the net proceeds available in dollars to such Holders; provided, however,
that the Depositary will, if requested by the Company, take action as follows:
(i) if at the time of the offering of any rights the Depositary determines that
it is lawful and feasible to make such rights available to Holders of Receipts
by means of warrants or otherwise, the Depositary shall distribute warrants or
other instruments therefor in such form as it may determine to the Holders
entitled thereto, in proportion to the number of American Depositary Shares
representing such Deposited Securities, or employ such other method as it may
deem feasible in order to facilitate the exercise, sale or transfer of rights by
such Holders; or
(ii) if at the time of the offering of any rights the Depositary determines that
it is not lawful or not feasible to make such rights available to Holders of
Receipts by means of warrants or otherwise, or if the rights represented by such
warrants or such other instruments are not exercised and appear to be about to
lapse, the Depositary in its discretion may sell such rights or such warrants or
such other instruments at public or private sale, at such place or p1aces and
upon such terms as it may deem proper, and may allocate the proceeds of such
sales for account of the Holders of Receipts otherwise entitled to such rights,
warrants or other instruments, upon an averaged or other practicable basis
without regard to any distinctions among such holders because of exchange
restrictions, or the date of delivery of any Receipt or Receipts, or otherwise.
If registration under the Securities Act of 1933 of the securities to which any
rights relate is required in order for the Company to offer such rights to
Holders of Receipts and sell the Securities represented by such rights, the
Depositary will not offer such rights to the Holders of Receipts unless and
until such a registration statement is in effect or unless the offering and sale
of such securities to the Holders of such Receipts are exempt from registration
under the provisions of such Act.
SECTION 4.05. Conversion of Foreign Currency.
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Whenever the Depositary shall receive foreign currency, by way of dividends or
other distributions or the net proceeds from the sale of securities, property or
rights, and if at the time of the receipt thereof the foreign currency so
received can in the judgment of the Depositary be converted on a reasonable
basis into dollars and the resulting dollars transferred to the United States,
the Depositary shall convert or cause to be converted, by sale or in any other
manner that it may determine, such foreign currency into dollars and such
dollars shall be distributed to the Holders of Receipts entitled thereto or, if
the Depositary shall have distributed any warrants or other instruments which
entitle the holders thereof to such dollars, then to the holders of such
warrants and/or instruments upon surrender thereof for cancellation. Such
distribution may be made upon an averaged or other practicable basis without
regard to any distinctions among Holders on account of exchange restrictions or
otherwise.
If such conversion or distribution can be effected only with the approval or
license of any government or agency thereof, the Depositary shall file such
application for approval or license, if any, as it may deem desirable.
If at any time the Depositary shall determine that in its judgment any foreign
currency received by the Depositary is not convertible on a reasonable basis
into dollars transferable to the United States or if any approval or license of
any government or agency thereof which is required for such conversion is denied
or in the opinion of the Depositary is not obtainable, or if any such approval
or license is not obtained within a reasonable period as determined by the
Depositary, the Depositary may distribute the foreign currency (or an
appropriate document evidencing the right to receive such foreign currency)
received by the Depositary to, or in its discretion may hold such foreign
currency proceeds for the respective accounts of, the Holders of Receipts
entitled to receive the same.
If any such conversion of foreign currency, in whole or in part, cannot be
effected for distribution to some Holders of Receipts entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
dollars to the extent permissible to the Holders of Receipts entitled thereto
and may distribute the balance of the foreign currency received by the
Depositary to, or hold such balance for the account of, the Holders of Receipts
entitled thereto.
SECTION 4.06. Fixing of Record Date.
---------------------
Whenever any cash dividend or other cash distribution shall become payable or
any distribution other than cash shall be made, or whenever rights shall be
issued, with respect to the Deposited Securities, or whenever the Depositary
shall receive notice of any meeting of holders of Ordinary Shares or other
Deposited Securities, the Depositary shall fix a record date for the
determination of the Holders of Receipts who shall be entitled to receive such
dividend, distribution or rights, or the net proceeds of the sale thereof, or to
give instructions for the exercise of voting rights at any such meeting. Subject
to the provisions of sections 4.01 through 4.05, and to the other terms and
conditions of this Deposit Agreement, the Holders of Receipcts on such record
date shall be entitled to receive the amount distributable by the Depositary
with respect to such dividend or other distribution or such rights or the net
proceeds of sale thereof in proportion to the number of American Depositary
Shares held by them respectively.
SECTION 4.07. Votinq of Deposited Securities
Upon receipt of notice of any meeting of holders of Ordinary Shares or other
Deposited Securities, the Depositary shall, as soon as practicable thereafter,
mail to the Holders of Receipts a notice which shall contairn (a) such
information as is contained in such notice of meeting, and (b) a statement that
the Holders of Receipts at the close of business on a specified record date will
be entitled, subject to any applicable provisions of law and of the Memorandum
and Articles of Association of the Company, to instruct the Depositary as to the
exercise of the voting rights, if any, pertaining to the number of Ordinary
Shares or othe Deposited Securities represented by their respective American
Depositary Shares, and a brief statement as to the manner in which such
instructions may be given, including an express indication that instructions may
be given to the Depositary to give a discretionary proxy to a designated member
or members of the Board of Directors of the Company. Upon the written request of
a Holder of a Receipt on such record date, received on or before the date
established by the Depositary for such purpose, the Depositary shall endeavor in
so far as practicable to vote or cause to be voted the number of Ordinary Shares
or other Deposited Securities represented by such Receipt in accordance with the
instructions set forth in such request. The Depositary agrees not to vote the
number of Ordinary Shares or other Deposited Securities represented by a Receipt
unless it receives instructions from the record holder of such Receipt.
SECTION 4.08. Chanqes Affecting Deposited Securities.
-------------------------------------
Upon any change in par value, split-up, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalisation,
reorganization, merger or consolidation or sale of assets affecting the Company
or to which it is a party, any securities which shall be received by the
Depositary or the Custodian in exchange for or in conversion of or in respect of
Deposited Securities shall be treated as new Deposited Securities under this
Deposit Agreement, and American Depositary Shares shall thenceforth represent
the new Deposited Securities so received in exchange or conversion, unless
additional Receipts are delivered pursuant to the following sentence. In any
such case the Depositary may with the Company's approval, and shall if the
Company shall so request, execute and deliver additional Receipts as in the case
of a stock dividend, or call for the surrender of outstanding Receipts to be
exchanged for new Receipts specifically describing such new Deposited
Securities.
SECTION 4.09. Reports.
-------
The Depositary shall make availilble for inspection by Holders of Receipts at
its Corporate Trust Office any reports and communications received from the
Company which are both (a) received by the Depositary as the holder of the
Deposited Securities and (b) made generally availalble to the holders of such
Deposited Securities by the Company, and shall also furnish the same to any
other securities commission or stock exchange as required. The Depositary shall
also send to Holders of Receipts and to such securities commissions and stock
exchanges copies of such reports when furnished by the Company pursuant to
section 5.06.
The Depositary shall furnish to the Commission semi-annually beginning on or
before six months after the effective date of the Registration Statemet filed
with the Commission on or about April 15, 1983, the following in tabular form:
(1) The number of American Deposltary Shares evidenced by Receipts issued during
the period covered by the report; the number of American Depositary Shares
evidenced by Receipts retired during the period covered by the report; the total
amount of American Depositary Shares evidenced by Receipts remaining outstanding
at the end of the six month period; and the total number of holders of Receipts
at the end of the six month period.
(2) The name of each dealer known to the Depositary depositing Ordinary Shares
against issuance of Receipts during the period covered by the report.
The Company shall furnish the Depositary with the names of each such dealer
known to the Company and the Depositary shall include in its report the names of
such dealer or dealers which are supplied by the Company.
SECTION 4.10. Lists of Receipt Holders.
------------------------
Promptly upon request by the Company, the Depositary shall furnish to it a list,
as of a recent date, of the names, addresses and holdings of American Depositary
Shares by all persons in whose names Receipts sre registered on the transfer
books of the Depositary.
SECTION 4.11. Withholding.
-----------
Notwithstanding any other provision of this Deposit Agreement, in the event that
the Depositary determines that any distribution in property (including Ordinary
Shares or rights to subscribe therefor) is subject to any tax which the
Depositary is obligated to withhold, tbe Depositary may dispose of a portion of
such property (including Ordinary Shares and rights to subscribe therefor) by
public or priyate sale, and shall distribute the net proceeds of any such sale
after deduction of such taxes to the Holders of Receipts entitled thereto.
ARTICLE 5 .THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY
SECTION 5. 01. Maintenance of Office and Transfer Books by the Depositary.
-----------------------------------------------------------
Until termination of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain in the Borough of Manhattan, The City of New York,
facilities for the execution and delivery, registration, registration of
transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement.
The Depositary shall keep books at such transfer office for the registration of
Receipts and transfers of Receipts which at all reasonable times shall be open
for inspection by the Holders of Receipts, provided that such inspection shall
not be for the purpose of communicating with Holders of ReceiptS in the interest
of a business or object other than the business of the Company or a matter
related to this Deposit Agreement or the Receipts.
The Depositary may close the transfer books for the Receipts, at any time or
from time to time, when deemed expedient by it in connection with the
performance of its duties hereunder.
If any Receipts or the American Depositary Shares represented thereby are listed
on one or more stock exchanges, the Depositary shall act as Registrar or, with
the approval of the Company, appoint a Registrar or one or more co-registrars,
for registry of such Receipts in accordance with any requirements of such
exchanges. Such Registrar or co-registrars may be removed and a substitute
appointed by the Depositary upon the request or with the approval of the
Company.
SECTION 5.02. Prevention or Delay in Performance by the Depositary or the
Company.
Neither the Depositary nor the Company shall incur any liability to any Holder
of any Receipt, if by reason of any provision of any present or future law of
the United States or the United Kingdom or any other country, or of any other
governmental authority, or by reason of any provision, present or future, of the
Memorandum and Articles of Association of the Company, or by reason of any act
of God or war or other circumstance beyond its control, the Depositary or the
Company shall be prevented or forbidden from doing or performing any act or
thing which by the terms of this Deposit Agreement it is provided shall be done
or performed; nor shall the Depositary or the Company incur any liability to any
Holder of a Receipt by reason of any non-performance or delay, caused as
aforesaid, in performance of any act or thing which by the terms of this Deposit
Agreement it is provided shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for in this Deposit
Agreement.
SECTION 5.03. Obligations of the Depositary, the Custodian and the Company.
------------------------------------------------------------
The Company assumes no obligation nor shall it be subject to any liability under
this Deposit Agreement to Holders of Receipts, except that it agrees to use its
best judgment and good faith in the performance of its obligations set forth in
this Deposit Agreement.
The Depositary assumes no obligation nor shall it be subject to any liability
under this Deposit Agreement to Holders of Receipts (including, without
limitation, liability with respect to the validity or worth of the Deposited
Securities), other than that it agrees to use its best judgment and good faith
in the performance of such duties as are specifically set forth in this Deposit
Agreement.
Neither the Depositary nor the Company shall be under any obligation to appear
in, prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities or in respect of the Receipcts, which in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it against
all expense and liability be furnished as often as may be required, and the
Custodian shall not be under any obligation whatsoever with respect to such
proceedings, the responsibility of the Custodian being solely to the Depositary.
Neither the Depositary nor the Company shall be liable for any action or
non-action by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Ordinary Shares for deposit, any
Holder of a Receipt, or any other person believed by it in good faith to be
competent to give such advice or information.
The Depositary shall not be responsible for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in which
any such vote is cast or the effect of any such vote, provided that any such
action or non-action is in good faith.
The Depositary may own and deal in any class of securities of the Company and
its affiliates and in Receipts.
No disclaimer of liability under the Securities Act of 1933 is intended by any
provision of this Deposit Agreement.
S8CTION 5.04. Resiqnation and Removal of the Depositary, Appointment of
Successor Depositary.
----------------------------------------------------------
The Depositary may at any time resign as Depositary hereunder by written notice
of its election so to do delivered to the Company, such resignation to take
effect upon the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided.
The Depositary may at any time be removed by the Company by written notice of
such removal effective upon Lhe appointment of a successor depositary and its
acceptance of such appointment of as hereinafter provided.
In case at any time the Depositary acting hereunder shall resign or be removed,
the Company shall use its best efforts to appoint a successor depositary, which
shall be a bank or trust company having an office in the Borough of Manhattan,
The City of New York. Every successor depositary shall execute and deliver to
its predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor; but such predecessor, nevertheless,
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, shall duly assign, transfer and deliver
all right, title and interest in the Deposited Securities to such successor, and
shall deliver to such successor a list of the Holders of all outstanding
Receipts. Any such successor depositary shall promptly mail notice of its
appointment to the Holders of Receipts.
Any corporation 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.
SECTION 5.05. The Custodian.
-------------
The Depositary has appointed its principal London office as Custodian and agent
of the Depositary for the purposes of this Deposit Agreement. The Custodian in
acting hereunder shall be subject at all times and in all respects to the
directions of the Depositary and shall be responsible solely to it. The
Custodian may resign and be discharged from its duties hereunder by notice of
such resignation delivered to the Depositary at least 30 days prior to the date
on which such resignation is to become effective. The Depositary shall, promptly
after receiving such notice, appoint a substitute Custodian, which shall
thereafter be the Custodian hereunder. Whenever the Depositary in its discretion
determines that it is in the best interest of the Holders of Receipts to do so,
it may appoint a subsitute custodian, which shall thereafter be the Custodian
hereunder and upon demand of the Depositary the previous Custodian shall deliver
the Deposited Securities held by it to such substitute custodian. Each such
substitute Custodian shall deliver to the Depositary forthwith upon its
appointment an acceptance of such appointment satisfactory in form and substance
to the Depositary. Immediately upon any such change, the Depositary shall give
notice thereof in writing to all Holders of Receipts.
Upon the appointment of any succssor depositary bereunder, the Custodian then
acting hereunder shall forthwith become, without any further act or writing, the
agent hereunder of such successor depositary and the appointment of such
successor depositary shall in no way impair the authority of the Custodian
hereunder but the successor depositary so appointed shall, nevertheless, on the
written request of the Custodian, execute and deliver to the Custodian all such
instruments as may be proper to give to the Custodian full and complete power
and authortcy as agent hereunder of such successor depositary.
SECTION 5.06. Notices and Reports.
-------------------
On or before the first date of giving by the Company of notice, by publication
or otherwise, of any meeting of holders of Ordinary Shares or other Deposited
Securities, or of any adjourned meeting of such holders, or of the taking of any
action in respect of any cash or other distributions or the offering of any
rights, the Company agrees to transmit to the Custodian a copy of the notice
thereof in the form given or to be given to holders of Ordinary Shares or other
Deposited Securities.
The Depositary will, at the Company's expense, arrange for the prompt
transmittal by the Custodlan to the Depositary of such notices and any other
reports and communications which are made generally available by the Company to
holders of its Ordinary Shares, and arrange for the mailing of copies thereof to
all Holders of Receipts.
SECTION 5.07. Issuance of Additional Ordinary Shares, etc.
-------------------------------------------
The Company agrees that in the event of any issuance of (1) additional Ordinary
Shares, (2) rights to subscribe for Ordinary Shares, (3) securities convertible
into Ordinary Shares, or (4) rights to subscribe for such securities, the
Company will promptly furnish to the Depositary a written opinion from counsel
for the Company in the United States which counsel shall be satisfactory to the
Depositary, stating whether or not the circumstances of such issue are such as
to make it necessary for a Registration Statement under the Securities Act of
1933 to be in etfect in the United States prior to the delivery of the Receipts
to be issued in connection with such securities or the issuance of such rights.
If in the opinion of such counsel for the Company a Registration Statement is
required, such counsel shall furnish to the Depositary a written opinion as to
whether or not there is a Registration Statement in effect, or whether or not
such filings have been made, or such receipts, orders, approvals or consents
have been obtained, as the case may be, which will cover such issuance of
securities or rights.
The Company agrees with the Depositary that neither the Cmpany nor any company
controlled by the Company will at any time deposit any Ordinary Shares, either
upon original issuance or upon a sale of Ordinary Shares previously issued and
reacquired by the Company or by any company under its control, unless a
Registration Statement is in effect as to such Ordinary Shares under the
Securities Act of 1933 or such Ordinary Shares are exempt from registratLon
under the provisions of such Act.
SECTION 5.08. Indemnification.
---------------
The Company agrees to indemnify the Depositary, its directors, employees, agents
and affiliates and any Custodian against, and hold each of them harmless from,
any liability or expense (including, but not limited to, the fees and expenses
of counsel) which may arise out of acts performed or omitted, in accordance with
the provisions of this Deposit Agreement and of the Receipts, as the same may be
amended, modified or supplemented from time to time, (i) by either the
Depositary or a Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the negligence or
bad faith of either of them, or (ii) by the Company or any of its directors,
employees, agents and affiliates.
The indemnities contained in the preceding paragraph shall not extend to any
liability or expense which arises solely and exclusively out of a Pre-Release
(as defined in Section 2.10 of this Deposit Agreement} of a Receipt or Receipts
in accordance with Section 2.10 of this Deposit Agreement and which would not
otherwise have arisen had such Receipt or Receipts not been the subject of a
Pre-Release pursuant to Section 2.10 of this Deposit Agreement; provided,
however, that the indemnities provided in the preceding paragraph shall apply to
any such liability or expense (i) to the extent that such liability or expense
would have arisen had a Receipt or Receipts not be the subject of a Pre-Release,
or (ii) which may arise out of any misstatement or alleged misstatement or
omission or a11eged omission in any registration statement, proxy statement,
prospectus (or placement memorandum), or preliminary prospectus (or preliminary
placement memorandum) relating to the offer or sale of American Depositary
Shares, except to the extent any such liability or expense arises out of (i)
information relating to the Depositary or any Custodian (other than the
Company), as applicable, furnished in writing and not materially changed or
altered by the Company expressly for use in any of the foregoing documents, or,
(ii) if such information is provided, the failure to state a material fact
necessary to make the information provided not misleading.
The Depositary agrees to indemnify the Company its directors, employees, agents
and affiliates and hold them harmless from any liability or expense which may
arise out of acts performed or omitted by the Depositary or its Custodian or
their respective directors, employees, agents and affiliates due to their
negligence or bad faith.
SECTION 5.09. Charqes of Depositary.
---------------------
The Company agrees to pay all charges and expenses of the Depositary as shown in
Exhibit B hereto, and those of any Registrar and co-transfer agent under this
Deposit Agreement other than (1) the fees of the Depositary for the execution
and delivery of Receipts pursuant to Section 2.03 and the surrender of Receipts
pursuant to Section 2.05, (2) taxes and other governmental charges, (3) such
registration fees as may from time to time be in effect for the registration of
transfers of Ordinary Shares generally on the Ordinary Share register of the
Company and accordingly applicable to transfers of Ordinary Shares to the name
of the Depositary or its nominee or the Custodian or its nominee on the making
of deposits hereunder, (4) such cable, telex and facsimile transmission and
delivery expenses as are expressly provided in this Deposit Agreement to be at
the expense of persons depositing Ordinary Shares or Holders of Receipts, and
(5) such expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.05. Any other charges and expenses of the
Depositary hereunder will be paid by the Company after consultation and
agreement between the Depositary and the Company as to the amount and nature of
such charges and expenses. Such charges may at any time and from time to time be
changed by agreement between the Company and the Depositary. The Depositary
shall present its statement for such charges and expenses to the Company once
every three months. The charges and expenses of the Custodian are for the sole
account of the Depositary.
ARTICLE 6. AMENDMENT AND TERMINATION
SECTION 6.01. Amendment.
----------
The form of the Receipts and any provisions of this Deposit Agreement may at any
time and from time to time be amended by agreement between the Company and the
Depositary in any respect which they may deem necessary or desirable. Any
amendment which shall impose or increase any fees or charges (other chan taxes
and other governmental charges, registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or which shall
otherwise prejudice any substantial existing right of Holders of Receipts,
shall, however, not become effective as to outstanding Receipts until the
expiration of three months after notice of such amendment shall have been given
to the Holders of outstanding Receipts. Every Holder of a Receipt at the time
any such amendment so becomes effeccive shall be deemed, by continuing to hold
such Receipt, 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 Receipt to surrender such Receipt and receive
therefor the Deposited Securities represented thereby.
SECTION 6.02. Termination.
-----------
The Depositary shall at any time at the direction of the Company terminate this
Deposit Agreement by mailing notice of such termination to the Holders of all
Receipts then outstanding at least 30 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate this Deposit
Agreement if at any time 60 days shall have expired after the Depositary shall
have delivered to the Company a written notice of its election to resign and a
successor depositary shall not have been appointed and accepted its appointment
as provided in Section 5.04. If any Receipts shall remain outstanding after the
date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of
dividends to the Holders thereof, and shall not give any further notices or
perform any further acts under this Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights as provided in this
Deposit Agreement, and shall continue to deliver Deposited Securities, together
with any dividends or other distributions received wich respect thereto and the
net proceeds of the sale of any rights or othher property, in exchange for
Receipt surrendered to the Depositary. At any time after the expiration of six
months from the date of termination, the Depositary may sell the Deposited
Securities then held hereunder and may thereafter hold the net proceeds of any
such sale, together with any other cash then held by it hereunder, without
liability for interest, for the pro rata benefit of the Holders of Receipts
which have not theretofore been surrendered. After making such sale, The
Depositary shall be discharged from all obligations under this Deposit
Agreement, except to account for such net proceeds and other cash. Upon the
termination of this Deposit Agreement, the Company shall he discharged from all
obligations under this Deposit Agreement except for its obligations to the
Depositary under Sections 5.08 and 5.09 hereof.
ARTICLE 7. MISCELLANEOUS
SECTION 7.01. This Deposit Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument. Copies of this
Deposit Agreement shall be filed with the Depositary and the Custodian at any
designated transfer office and shall be open to inspection at such offices by
any Holder of a Receipt during business hours.
SECTION 7.02. This Deposit Agreenent is for the exclusive benefit of the parties
hereto and shall not be deemed to give any legal or equitable right, reme1y or
claim whatsoever to any other person.
SECTION 7 03. In case anyone or more of the provisions contained in this Deposit
Agreement or in the Receipts should be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall in no wise be affected,
prejudiced or disturbed thereby.
SECTION 7.04. The Holders of Receipts from time to time shall be parties to this
Deposit Agreement and shall be bound by all of the terms and conditions hereof
and of the Receipts by acceptance thereof.
SECTION 7.05. Any and all notices to be given to the Company shall be deemed to
have been duly given if personally delivered or sent by mail or by cable, telex
or facsimile transmission, confirmed by letter, addressed to Huntingdon
International Holdings plc, Huntingdon, Cambridgeshire, PE 18 6 ES, England, or
any other place to which the Company may have transferred its principal office.
Any and all notices to be given to the Depositary shall be deemed to have been
duly given if personally delivered or sent by mail or by cable, telex or
facsimile transmission, confirmed by letter, addressed to The Bank of New York,
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: American Depositary
Receipt Administration, or any other place to which the Depositary may have
transferred its Corporate Trust Office.
Any and all notices to be given to any Holder of a Receipt shall be deemed to
have been duly given if personally delivered or sent by mail or by cable, telex
or facsimile transmission, confirmed by letter, addressed to such Holder at the
address of such Holder as it appears on the transfer books of the Depositary,
or, if such Holder shall have filed with the Depositary a written request that
notices intended for such Holder be mailed to some other address, at the address
designated in such request.
Delivery of a notice sent by mail or by cable, telex or facsimile transmission
shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of cable, telex or
facsimile transmission) is deposited, Postage prepaid, in a post-office letter
box. The Depositary or the Company may, however, act upon any cable, telex or
facsimile transrnission received by it from the other or from any Holder of a
Receipt, notwithstanding that such cable, telex or facsimile transmission
message shall not subsequently be confirmed by letter as aforesaid.
SECTION 7.06. This Deposit Agreement and the Receipts shall be interpreted and
all rights herrunder and thereunder and provisions hereof and thereof shall be
governed by the laws of the State of New York.
SECTION 7.07. Notwithstanding anything in this Deposit Agreement to the
contrary, the Company and the Depositary each agrees that it will not exercise
a11y rights it has under this Deposit Agreement to prevent the withdrawal or
delivery of Deposited Securities in a manner which would violate the US
securities laws, including, but not limited to, Section I.A.(1) of the General
Instructions to the Form F-6 Registration Statement, as amended from time to
time, under the Securities Act of .1933.
IN WITNESS WHEREOF, HUNTINGDON INTERNATIONAL HOLDINGS PLC and THE BANK OF NEW
YORK have duly executed this agreement as of the day and year first above st
forth and all Holders of Receipts shall become parties hereto upon acceptance by
them of Receipts issued in accordance with the terms hereof.
HUNTINGDON INTERNATIONAL
HOLDINGS PLC
By: ________________________
Name:
Title:
THE BANK OF NEW YORK
By: ________________________
Name:
EXHIBIT A
[FORM OF FACE OF RECEIPT]
AMERICAN DEPOSITARY RECEIPT FOR
AMERICAN SHARES
Representing
Deposited Ordinary Shares of
BUNTNGDON INTERNATIONAL HOLDINGS plc
(Incorporated under the laws of England)
No.
THE BANK OF NEW YORK, incorporated under the laws of the State of New
York, as Depositary (herein called the Depositary), hereby certifies that is the
owner of American Shares, representing deposited Ordinary Shares of 5p each (par
value) (herein called the Ordinary Shares), of Huntingdon International Holdings
plc, an English company {herein called the Company). At the date hereof, each
American Share represents five Ordinary Shares (or evidence of rights to receive
such number of Ordinary Shares) deposited under the Deposit Agreement at the
principal London office of the Depositary (herein called the Custodian).
(1) This American Depositary Receipt is one of an issue (herein called
the Receipts), all issued and to be issued upon the terms and conditions set
forth in the Deposit Agreement dated as of June 6, 1956 (herein called the
Deposit Agreement), by and between the Company, the Depositary and all Holders
from time to time of Receipts issued thereunder, each of whom by accepting a
Receipt agrees to become a party thereto and be bound by all the terms and
provisions thereof. The Deposit Agreement sets forth the rights of Holders of
the Receipts and the rights and duties of the Depositary in respect of the
Ordinary Shares deposited thereunder and any and all other sscurities, property
and cash from time to time received in respect of such Ordinary Shares and held
thereunder (such Ordinary Shares, securities, property and cash are herein
called Deposited Securities). Copies of the Deposit Agreement are on file at the
principal offices of the Depositary and the Custodian. The statements made on
the face and the reverse of this Receipt are summaries of certain provisions of
the Deposit Agreement and are qualified by and subject to the detailed
provisions of the Deposit Agreement, to which reference is hereby made.
(2) Upon surrender of this Receipt at the Corporate Trust Office of the
Depositary, and upon payment of the fee of the Depositary provided in paragraph
(6) of this Receipt and subject to the terms and conditions of the Deposit
Agreement, the Holder hereof is entitled to delivery, to him or upon his order,
of the Deposited Securities 4t the time represented by the American Shares for
which this Receipt is issued. Delivery of such Deposited Securities may be made
by the delivery of certificates in the name of the Holder hereof or as ordered
by him, or by the delivery of certificates endorsed or accompanied by proper
instruments of transfer. Such delivery will be made without unreasonable delay
and, at the option of The Holder hereof, either at the office of the Custodian
or at the Corporate Trust Office of the Depositary, provided that the forwarding
of certificates for Ordinary Shares or other Deposited Seourities for such
delivery at the Corporate Trust office of the Depositary in The City of New York
shall be at the risk and expense of the Holder hereof.
(3) This Receipt is transferable on the books of the Depositary upon
surrender of this Receipt by the Holder hereof, in person or by duly auchorized
attorney, properly endorsed or accompanied by proper instruments of transfer and
duly stamped as may be required by law; provided, however, that the Depositary
may close the transfer books, at any time or from time to time, when deemed
expedient by it in connection with the performance of its duties under the
Deposit Agreement. This Receipt may be split into other Receipts or may be
combined with other Receipts into one Receipt, representing the same aggregate
number of American Shares as the Receipt or Receipts surrendered. As a condition
precedent to the execution and delivery, registration of transfer, split-up,
combination or surrender of any Receipt or withdrawal of any Deposited
Securities, the Deposita%y or the Custodian may require payment of a sum
sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto and payment of any
applicable fees as provided in paragraph (6) of this Receipt, may require the
production of proof satisfactory to it as to the identity and genuineness of any
signature and may also require compliance with such regulations, if any, as the
Depositary may establish consistent with the provisions of the Deposit
Agreement.
The Depositary may refuse to execute and deliver Receipts, register the
transfer of any Receipt or make any distribution of, or related to, Deposited
Securities until it has received such proof of citizenship, residence, exchange
control approval or other information as it may deem necessary or proper. The
delivery of Receipts against deposits of Ordinary Shares, generally may be
suspepded, or the delivery of Receipts against the deposit of particular
Ordinary Shares may be withheld, or the registration of transfer of Receipts in
particular instances may be refused, or the registration of transfer or
surrenders of outstanding Receipts generally may be suspended, during any period
when the transfer books of the Depositary or the Company are closed, if any such
action is deemed necessary or advisable by the Depositary or the Company at any
time or from time to time, subject to the provisions of Article (19) hereof.
Notwithstanding any other provision of the Deposit Agreement or this Receipt,
the surrender of outstanding Receipts and withdrawal of Deposited Securities may
be suspended only for (i) temporary delays caused by closing the transfer books
of the Depositary or the Company or the deposit of Shares in connection with
voting at a shareholders' meeting, or the payment of dividends, (ii) the payment
of fees, taxes and similar charges, and (iii) compliance with any U.S. or
foreign laws or governmental regulations relating to the Receipts or to the
withdrawal of the Deposited Securities. Without limitation of the foregoing, the
Depositary will not knowingly accept for deposit under the Deposit Agreement any
Ordinary Shares which if sold by the holder thereof in the United States or its
territories, would be subject to the registration provisions of the Securities
Act of 1933, unless a registration statement is in effect as to such Ordinary
Shares.
(4) If any tax or other governmental charge shall become payable with
respect to any Deposited Securities represented hereby, such tax or other
governmental charge shall be payable by the Holder hereof to the Depositary. The
Depositary may refuse to effect any registration of transfer of this Receipt or
any withdrawal of Deposited Securities represented hereby until such payment is
made, and may withhold any dividends or other discributions, or may sell for the
account of the Holder hereof any part or all of the Deposited Securities
represented hereby, and may apply such dividends or other distributions or the
proceeds of any such sale in payment of such tax or other governmental charge,
the Holder hereof remaining liable for any deficiency.
(5) Every person depositing Ordinary Shares under the Deposit Agreement
shall be deemed thereby to represent and warrant that such Ordinary Shares and
each certificate therefor are valid and that the person making such deposit is
duly authorized so to do. Such representations and warranties shall survive the
deposit of Ordinary Shares and issuane of Receipts.
(6) The Depositary will charge the party to whom Receipts are delivered
against deposits, and the party surrendering Receipct for delivery of Deposited
Securities, $5.00 for each 100 American Shares (or portion thereof) represented
by the Receipts issued or surrendered. The Company will pay other charges of the
Depositary and those of any Registrar under the Deposit Agreement with the
exception of (i) taxes and other governmental charges, (ii) stock transfer
registration fees on deposits of Ordinary Shares, (iii) such cable, telex and
facsimile transmission, and delivery charges as are expressly provided in the
Deposit Agreement to be at the expense of persons depositing Ordirary Shares or
Holders of Receipts, and (iv} such expenses as are incurred by the Depositary in
the conversion of foreign currency into dollars.
(7) Notwithstanding Section 2.03 of the Deposit Agreement, the
Depositary may execute and deliver Receipts prior to the receipt of Shares
pursuant to Section 2.02 of the Deposit Agreement ("Pre-Release"). The
Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver
Shares upon the receipt and cancellation of Receipts which have been
Pre-Released, whether or not such cancellation is prior to the termination of
such Pre-Release or the Depositary knows that such Receipt has been
Pre-Released. The Depositary may receive Receipts in lieu of Shares in
satisfactory of a Pre-Release. Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom Receipts are to
be delivered that such person, or its customer, owns the Shares or Receipts to
be remitted, as the case may be, (b) at all times fully collateralized with cash
or such other collateral as the Depositary deems appropriate, (c) terminable by
the Depositary on not more than five (5) business days notice, and (d) subject
to such further indemnities and credit regulations as the Depositary deems
appropriate. The number of American Depositary Shares which are outstanding at
any time as a result of Pre-Releases will not normally exceed thirty percent
(30%) of the Shares deposited under the Deposit Agreement; provided, however,
that the Depositary reserves the right to change or disregard such limit from
time to time as it deems appropriate.
The Depositary may retain for its own account any compensation received
by it in connection with the foregoing.
(8) It is a condition of this Receipt, and every successive Holder
hereof by accepting or holding the same consents and agrees, that title to this
Receipt (and to the American Shares evidenced hereby), when properly endorsed or
accompanied by proper instruments of transfer, is transferable by delivery with
the same effect as in the case of a negotiable instrument, provided, however,
that the Depositary, notwithstanqing any notice to the contrary, may treat the
person in whose name this Receipt is registered on the books of the Depositary
as the absolute owner hereof for the purpose of determining the person entitled
to distribution of dividends or other distributions or to any notice provided
for in the Deposit Agreement, and for all other purposes.
(9) This Receipt shall not be entitled to any benefits under the
Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt
shall have been executed by the Depositary by the manual or facsimile signature
of a duly authorized signatory or, if a Registrar for the Receipts shall have
been appointed, by the manual or facsimile signature of a duly authorized
signatory of such Registrar.
Dated:
THE BANK. OF NEW YORK,
as Depositary
By: _____________________
Vice President
The address of the principal executive office of the Depositary is 00 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The address of the Corporate Trust Office of
the Depositary is 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
[FORM OF REVERSE OF RECEIPT]
SUMMARY OF CERTAIN ADDITIONAL PROVSIONS
OF THE DEPOSI AGREEMENT
(10) Dividends and Distributions. Whenever the Depositary shall receive
any cash dividend or other cash distribution on the Deposited Securities, the
Depositary will, if at the time of receipt thereof any amounts received in a
foreign currency can in the judgment of the Depositary be converted on a
reasonable basis into United States dollars transferable to the United States
and subject to the provisions of the Deposit Agreement, convert such dividend or
distribution into United States dollars and distribute the amount thus received
to the Holders of Receipts entitled thereto, in proportion to the number of
American Shares representing such Deposited Securities held by them
respectively; provided, however, that the amount distributed will be reduced by
any amounts required to be withheld by the Company or the Depositary on account
of taxes. If in the judgment of the Depositary amounts received in foreign
currency may not be converted on a reasonable basis into United States dollars
transferable to the United States or may not be so convertible for all of the
Holders of Receipts entitled thereto, the Depositary may in its discretion make
such conversion, if any, and distribution in United States dollars to the extent
permissible to the Holders of Receipts entitled thereto and may distribute the
balance of the foreign currency received and not so convertible by the
Depositary to, or hold such balance for the account of, the Holders of Receipts
entitled thereto. If in the opinion of the Depositary any distribution other
than cash or Ordinary Shares upon any Deposited Securities cannot be made
proportionately among the Holders of Receipts entitled thereto, or if for any
other reason the Depositary deems such distribution not to be feasible, the
Depositary may adopt such method as it may deem equitable for the purpose of
effecting such distribution, including the sale (at public or private sale) of
the securiries or property thus received, or any part thereof, and the net
proceeds of any such sale will be distributed by the Depositary to the Holders
of Receipts entitled thereto as in the case of a distribution received in cash.
If any distribution upon any Deposited Securities consists of a dividend in, or
free distribution of, Ordinary Shares, the Depositary may with the Company's
approval, and shall if the Company shall so request, distribute to the Holders
of outstanding Receipts entitled thereto, in proportion to the number of
American Shares representing such Deposited Securities held by them
respectively, additional Receipts for an aggregate number of American Shares
representing the number of Ordinary Shares received as such dividend or free
distribution. In lieu of delivering Receipts for fractional American Shares in
any such case, the Depositary may sell the number of Ordinary Shares represented
by the aggregate of such fractions and distribute the net proceeds, converted
into United States dollars if not in such dollars (if such conversion may in the
judgment of the Depositary be achieved on a reasonable basis) to the Holders of
Receipts entitled thereto. If additional Receipts are not so distributed (except
as pursuant to the preceding sentence), each American Share shall thenceforth
also represent the additional Ordirnary Shares distributed upon the Deposited
Securities represented thereby. In the event that the Company shall offer or
cause to be offered to the holders of any Deposited Securities any rights to
subscribe for additional Ordinary Shares or any rights of any nature, the
Depositary shall have discretion as to whether such rights are to be made
available to the Holders of Receipts; provided, however, that the Depositary
will, if requested by the Company, either (a) make such rights available to
Holders of Receipts by means of warrants or otherwise, if lawful and feasible,
or (b) if making such rights available is not lawful or not feasible, or if the
rights represented by such warrants or other instruments are not exercised and
appear to be about to lapse, sell such rights or warrants or other instruments
at public or private sale, at such place or places and upon such terms as the
Depositary may deem proper, and allocate the proceeds of such sales for account
of the Holders of Receipts otherwise entitled thereto upon an averaged or other
practicable basis without regard to any distinctions among such Holders because
of exchange restrictions, or the date of delivery of any Receipt or Receipts, or
otherwise.
In the event that the Depositary determines that any distribution in
property (including shares or rights to subscribe therefor) is subject to any
tax which the Depositary is obligated to withhold, the Depositary may dispose of
a porton of such property (including shares and rights to subscribe therefor) by
pub1ic or private sale, and shall distribute the net proceeds of any such sale
after deduction of such taxes to the Holders of Receipts entitled thereto.
(11) Record Dates. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or whenever rights shall be issued with respect to the Deposited
Securities, or whenever the Depositary shall receive notice of any meeting of
holders of Ordinary Shares or other Deposited Securities, the Depositary will
fix a record date for the determination of the Holders of Receipts who shall be
entitled to receive such dividend, distribution or rights. or the net proceeds
of the sale thereof, or to give instructions for the exercise of voting rights
at any such meeting, subject to the provisions of the Deposit Agreement.
(12) Votinq of Deposited Securities. Upon receipt of notice of any
meeting of holders of Deposited Securities, the Depositary will mail to the
Holders of Receipts a notice which will contain (a) such information as is
contained in such notice of meeting and (b) a statement that the Holders of
Receipts at the close of business on a specified record date will be entitled to
instruct the Depositary as to the exercise of voting rights, if any, partaining
to the amount of Deposited Securities represented by their respective American
Shares, and a brief statement as to the manner in which such instructions may be
given. The Depositary will endeavor insofar as practicable to vote or cause to
be voted the amount of Deposited Securities represented by such Receipts in
accordance with such instructions. The Depositary agrees not to vote the
Ordinary Shares or other Deposited Securities represented by a Receipt unless it
receives instructions from the Holder of such Receipts.
(13) Changes Affecting Deposited Securities. Upon any change in par
value, split-up, consolidation or any other reclassification of Deposited
Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it is a party,
any securities which shall be received by the Depositary in exchange for or in
conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and American Shares shall
thenceforth represent the new Deposited Securities so received in exchange or
conversion, unless additional Receipts are delivered pursuant to the following
sentence. In any such case the Depositary may with the Company's approval, and
shall if the Company shall so request, execute and deliver additional Receipts
as in the case of a stock dividend, or call for the surrender of outstandiing
Receipts to be exchanged for new Receipts.
(14) Reports; Inspection of Transfer Books. The Depositary will make
available for inspection by Holders of Receipts at its Corporate Trust Office
and will furnish to the appropriate securities commissions and stock exchanges
any reports and communications received from 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 Oepositary will also send to Holders of Receipts copies of such reports when
furnished by the Company as provided in the Deposit Agreement. Upon the issuance
of the Receipts registered hereunder, the Company will be subject to the
periodic reporting requirements of the Securities Exchange Act of 1934 and,
accordingly, will file certain reports with the Securities and Exchange
Commission (the "Commission"). These reports can be inspected by Holders of
Receipts and copied at public reference facilities maintained by the Commission
located at Judiciary Plaza, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The
Depositary will keep books for the registration and transfer of Receipts which
at all reasonable times will be open for inspection by the Holders of Receipts,
provided that such inspection shall not be for the purpose of communicating with
Holders of Receipts in the interest of a business or object other than the
busjness of the Company or a matter related to the Deposit Agreement or the
Receipts.
(15) Liability of the Company and Depositary. Neither the Depositary
nor the Company shall incur any liability to any Holder of this Receipt, if by
reason of any provision of any present or future law of any country, or of any
governmental authority, or by reason of any provision, present or future, of the
Memorandum and Articles of Association of the Company, or by reason of any act
of God or war or other circumstance beyond its control, the Depositary or the
Company shall be prevented or forbidden from doing or performing any act or
thing which by the terms of the Deposit Agreement it is provided shall be done
or performed. Neither the Company nor the Depositary assumes any obligation or
shall be subject to any liabiliy under the Deposit Agreement to Holders of
Receipts, except that they agree to use their best judgment and good faith in
the performance of such duties as are specifically set forth in the Deposit
Agreement. Neither the Depositary nor the Company shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense and liability, unless idemnity satisfactory to
it against all expense and liability be furnished as often as may be required,
and the Custodian shall not be under any obligation whatsoever with respect to
such proceedings, the responsibility of the Custodian being solely to the
Depositary. Neither the Depositary nor the Company shall be liable for any
action or non-action by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Ordinary Shares for deposit,
any Holder of a Receipt, or any other person believed by it in good faith to be
competent to give such advice or information. The Depositary will not be
responsible for any failure to carry out any instructions to vote any of the
Deposited Securities, or for the manner in which any such vote is cast or the
effect of any such vote, provided that any such action or non-action is in good
faith. The Depositary may own and deal in any class of Securities of the Company
and its affiliates and in Receipts. The Company agrees to indemnify the
Depositary, its directors, employees, agents and affiliates and any Custodian
against, and hold each of them harmless from, any liability or expense
(including, but not limited to, the fees and expenses of counsel) which may
arise out of acts perfortned or omitted, in accordance with the provisions of
the Deposit Agreement and of the Receipts, as the same may be amended, modified,
or supplemented from time to time, (i) by either the Depositary or a Custodian
or their respective directors, employees, agents and affiliates, except for any
liability or expense arising out of the negligence or bad faith of either of
them, or (ii) by the Company or any of its directors, employees, agents and
affiliates. The indemnities contained in the preceding paragraph shall not
extend to any liability or expense which arises solely and exclusively out of a
Pre-Release (as defined in Section 2.10 of the Deposit Agreement) of a Receipt
or Receipts in accordance with Section 2.10 of the Deposit Agreement and which
would not otherwise have arisen had such Receipt or Receipts not been the
subject of a Pre-Release pursuant to Section 2.10 of the Deposit Agreement;
provided, however, that the indemnities provided in the preceding paragraph
shall apply to any such liability or expense (i) to the extent that such
liability or expense would have arisen had a Receipt or Receipts not be the
subject of a Pre-Release, or (ii) which may arise out of any misstatement or
alleged misstatement or omission or alleged omission in any registration
statement, proxy statement, prospectus (or placement memorandum), or preliminary
prospectus (or preliminary placement memorandum) relating to the offer or sale
of American Depositary Shares, except to the extent any such liability or
expense arises out of (i) information relating to the Depositary or any
Custodian (other than the Company), as applicable, furnished in writing and not
materially changed or altered by the Company expressly for use in any of the
foregoing documents, or, (ii) if such information is provided. the failure to
state a material fact necessary to make the information provided not misleading.
No disclaimer of liability under the Securities Act of 1933 is intended by any
provision of the Deposit Agreement.
(16) Resignation and Removal of Depositary; Substitution of Custodian.
The Depositary may at any time resign as depositary under the Deposit Agreement
by written notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company, by written notice of such
removal, effective upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time appoint a substitute custodian and the term
"Custodian" shall refer to such substitute.
(17) Amendment of Deposit Agreement and Receipts. The Receipts and the
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary. Any amendment which shall impose or
increase any fees or charges (other than taxes and other governmental charges,
registration fees, cable, telex or facsimile transmission costs, delivery costs
or other such expenses), or which shall otherwise prejudice any substantial
existing right of Holders of Receipts, shall, however, not become effective as
to outstanding Receipts until the expiration of three months after notice of
such amendment shall have been given to the Holders of outstanding Receipts.
Every Holder of a Receipt at the time any such amendment so becomes effective
shall be deemed, by continuing to hold such Receipt, to consent and agree to
such amendment and to be bound by the Deposit Agreement as amended thereby. In
no event shall any amendment impair the right of the Holder hereof to surrender
this Receipt and receive therefor the Deposited Securities represented hereby.
(l8) Termination of Deposit Agreement. The Depositary will at any time
at the direction of the Company terminate the Deposit Agreement by mailing
notice of such termination to the Holders of all Receipts then outstanding at
least 30 days prior to the date fixed in such notice for such termination. The
Depositary may likewise terminate the Deposit Agreement at any time 60 days
after the Depositary shall have resigned, if a successor depositary shall not
have been appointed and accepted its appointment. If any Receipts shall remain
outstanding after the date of termination, the Depositary thereafter will
discontinue the registration of transfers of Receipts, will suspend the
distribution of dividends to the holders thereof, and will not give any further
notices or perform any further acts under the Deposit Agreement, except the
collection of dividends and other distributions pertaining to Deposited
Securities, the sale of rights and the delivery of Deposited Securities,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any rights or other property, in exchange
for Receipts surrendered to the Depositary. At any time after the expiration of
six months from the date of termination, the Depositary may sell the Deposited
Securities then held under the Deposit Agreement and may thereafter hold the net
proceeds of any such sale, together with any other cash then held by it under
the Deposit Agreement, without liability for interest, for the pro rata benefit
of the Holders of Receipts not theretofore surrendered. Thereafter the
Depositary shall be discharged from all obligations under the Deposit Agreement,
except to account for such net Proceeds and other cash.
(19) Compliance With U.S. Securities Laws. Notwithstanding anything in
the Deposit Agreement or this Receipt to the contrary, the Company and the
Depositary each agrees that it will not exercise any rights it has under the
Deposit Agreement to prevent the withdrawal or delivery of Deposited Securities
in a manner which would violate the U.S. securities laws, including, but not
limited to, Section I.A. (1) of the General Instructions to the Form F-6
Registration Statement, as amended from time to time, under the Securities Act
of 1933.
EXHIBIT B
CHARGES OF THE DEPOSITARY
Service Rate By Whom Paid
(1)Receipt of deposits $5 per 100 American Shares or Party to whom Receipts
issuance of Receipts fraction thereof are issued
(2)Delivery of deposits $5 per 100 American Shares or Party surrendering
and surrender of fraction thereof Receipts
Receipts
The Company will pay all charges of the Depositary in connection with the
initial issuance of Receipts. Other charges of the Depositary plus out-of-pocket
expenses such as printing, translation, stationery, postage, insurance, cables,
etc., are to be paid by the Company in accordance with agreements in writing
entered into between the Depositary and the Company from time to time.
