UNITED UTILITIES PLC AND JPMORGAN CHASE BANK, N.A. As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of June 9, 2006
AND
JPMORGAN
CHASE BANK, N.A.
As
Depositary
AND
OWNERS
AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS
Amended
and Restated Deposit Agreement
Dated
as of June 9, 2006
AMENDED
AND RESTATED DEPOSIT AGREEMENT
dated as
of June 9, 2006 among UNITED UTILITIES PLC, incorporated under the laws of
England (herein called the Issuer), JPMORGAN CHASE BANK, N.A., a national
banking association organized under the laws of the United States (herein called
the Depositary), and all Owners and holders from time to time of American
Depositary Receipts issued hereunder.
WITNESSETH
WHEREAS,
the Company and The Bank of New York entered into a Deposit Agreement dated
as
of January 28, 1998 (the "Old Deposit Agreement") to provide for the deposit
of
Shares of the Company for the creation of American depositary shares
representing the Shares so deposited and for the execution and delivery of
American depositary receipts ("Old Receipts") evidencing the American depositary
shares;
WHEREAS,
pursuant to the terms of Section 5.4 of the Old Deposit Agreement, the
Company has removed The Bank of New York as depositary and has appointed
JPMorgan Chase Bank, N.A. as successor depositary thereunder;
WHEREAS,
the Company and JPMorgan Chase Bank, N.A., in its capacity as successor
depositary under the Old Deposit Agreement, now wish to amend and restate the
Old Deposit Agreement and the Old Receipts;
WHEREAS,
the Company desires to further provide, as hereinafter set forth in this Deposit
Agreement, for the continued deposit of Shares (as hereinafter defined) of
the
Company from time to time with the Depositary (as hereinafter defined) or with
the Custodian (as hereinafter defined) as agent of the Depositary for the
purposes set forth in this Deposit Agreement, for the creation of American
Depositary Shares representing the Shares so deposited and for the execution
and
delivery of American Depositary Receipts evidencing the American Depositary
Shares; and
WHEREAS,
the Company desires to provide, as hereinafter set forth in this Deposit
Agreement, for the deposit of Shares (as hereinafter defined) of the Company
from time to time with the Depositary or with the Custodian (as hereinafter
defined) as agent of the Depositary for the purposes set forth in this Deposit
Agreement, for the creation of American Depositary Shares representing the
Shares so deposited and for the execution and delivery of American Depositary
Receipts evidencing 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
1.1. American
Depositary Shares.
The
term
"American Depositary Shares" shall mean the securities representing the
interests in the Deposited Securities and evidenced by the Receipts issued
hereunder. Each American Depositary Share shall represent two (2) Shares, until
there shall occur a distribution upon Deposited Securities covered by Section
4.3 or a change in Deposited Securities covered by Section 4.8 with respect
to
which additional Receipts are not executed and delivered, and thereafter
American Depositary Shares shall evidence the amount of Shares or Deposited
Securities specified in such Sections.
SECTION
1.2. Article;
Section.
Wherever
references are made in this Deposit Agreement to an "Article" or "Articles"
or
to a "Section" or "Sections", such references shall mean an article or articles
or a section or sections of this Deposit Agreement, unless otherwise required
by
the context.
SECTION
1.3. Commission.
The
term
"Commission" shall mean the Securities and Exchange Commission of the United
States or any successor governmental agency in the United States.
SECTION
1.4. Custodian.
The
term
"Custodian" shall mean the 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 5.5, as substitute
or additional custodian or custodians hereunder, as the context shall require
and shall also mean all of them collectively. The initial Custodian hereunder
shall be the United Kingdom office of JPMorgan Chase Bank, N.A.
SECTION
1.5 Deliver,
Execute, Issue, Register, Surrender, Transfer, or Cancel.
The
terms
"deliver", "execute", "issue", "register", "surrender", "transfer" or "cancel",
when used with respect to Direct Registration Receipts, refer to an entry or
entries or an electronic transfer or transfers in the Direct Registration
System.
SECTION
1.6. 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
1.7. Depositary;
Principal Office.
The
term
"Depositary" shall mean JPMorgan Chase Bank, N.A., a national banking
association organized under the laws of the United States and any successor
as
depositary hereunder. The term "Principal Office", when used with respect to
the
Depositary, shall mean the office of the Depositary which at the date of this
Agreement is ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇.
SECTION
1.8. Deposited
Securities.
The
term
"Deposited Securities" as of any time shall mean Shares at such time deposited
or deemed to be 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 4.5.
SECTION
1.9 Direct
Registration System.
The
term
"Direct
Registration System"
means
the system for the uncertificated registration of ownership of securities
established by The Depository Trust Company ("DTC") and utilized by the
Depositary pursuant to which the Depositary may record the ownership of Receipts
without the issuance of a certificate, which ownership shall be evidenced by
periodic statements issued by the Depositary to the Holders entitled thereto.
For purposes hereof, the Direct Registration System shall include access to
the
Profile Modification System maintained by DTC which provides for automated
transfer of ownership between DTC and the Depositary.
SECTION
1.10. Dollars;
Pounds.
The
term
"Dollars" shall mean United States dollars. The term "British Pound Sterling"
shall mean the lawful currency of England.
SECTION
1.11. Foreign
Registrar.
The
term
"Foreign Registrar" shall mean the entity that presently carries out the duties
of registrar for the Shares or any successor as registrar for the Shares and
any
other appointed agent of the Issuer for the transfer and registration of Shares.
SECTION
1.12. Issuer.
The
term
"Issuer" shall mean United Utilities PLC, incorporated under the laws of
England, and its successors.
SECTION
1.13. Owner.
The
term
"Owner" shall mean the person in whose name a Receipt is registered on the
books
of the Depositary maintained for such purpose.
SECTION
1.14. Receipts;
Direct Registration Receipts.
The
term
"Receipts" shall mean the American Depositary Receipts issued hereunder
evidencing American Depositary Shares. Receipts may, but need not be, in
physical certificated form. Receipts in physical certificated form shall be
in
substantially the form of Exhibit A hereto, as the same may be amended from
time
to time in accordance with the provisions hereof. The
term
"Direct
Registration Receipts"
means a
Receipt, the ownership of which is recorded on the Direct Registration System.
References to "Receipts" shall include Direct Registration Receipts, unless
the
context otherwise requires.
SECTION
1.15. Registrar.
The
term
"Registrar" shall mean any bank or trust company having an office in the Borough
of Manhattan, The City of New York, which shall be appointed to register
Receipts and transfers of Receipts as herein provided.
SECTION
1.16. Restricted
Securities.
The
term
"Restricted Securities" shall mean Shares, or Receipts representing such Shares,
which are acquired directly or indirectly from the Issuer or its affiliates
(as
defined in Rule 144 under the Securities Act of 1933) in a transaction or chain
of transactions not involving any public offering or which are subject to resale
limitations under Regulation D under that Act or both, or which are held by
an
officer, director (or persons performing similar functions) or other affiliate
of the Issuer, or which are subject to other restrictions on sale or deposit
under the laws of the United States or England, or under a shareholder agreement
or the Articles of Association and By-laws of the Issuer.
SECTION
1.17. Securities
Act of 1933.
The
term
"Securities Act of 1933" shall mean the United States Securities Act of 1933,
as
from time to time amended.
SECTION
1.18. Shares.
The
term
"Shares" shall mean Ordinary shares in registered form of the Issuerheretofore
validly issued and outstanding and fully paid, nonassessable and free of any
pre-emptive rights of the holders of outstanding Shares or hereafter validly
issue and outstanding and fully paid, nonassessable and free of any pre-emptive
rights of the holders of outstanding Shares or interim certificates representing
such Shares, and shall include the rights to receive such Shares.
| ARTICLE 2. |
FORM
OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY,
TRANSFER AND SURRENDER OF
RECEIPTS.
|
SECTION
2.1. Form
and Transferability of Receipts.
Definitive
Receipts 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. 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 of the Depositary and, if
a
Registrar for the Receipts shall have been appointed, countersigned by the
manual or facsimile signature of a duly authorized officer 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 officer prior to the execution and delivery of such
Receipts by the Registrar or did not hold such office on the date of issuance
of
such Receipts.
The
Receipts may be endorsed with or have incorporated in the text thereof such
legends or recitals or modifications 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 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.
Notwithstanding
anything in this Deposit Agreement or in the Receipts to the contrary, American
Depositary Shares shall be evidenced by Direct Registration Receipts, unless
certificated Receipts are specifically requested by the Owner
thereof.
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 Owner thereof as the absolute owner thereof
for
the purpose of determining the person entitled to distribution of dividends
or
other distributions or to any notice provided for in this Deposit Agreement
and
for all other purposes.
SECTION
2.2. Deposit
of Shares.
Subject
to the terms and conditions of this Deposit Agreement, Shares or evidence of
rights to receive Shares may be deposited by delivery thereof to any Custodian
hereunder, accompanied by any appropriate instrument or instruments of transfer,
or endorsement, in form satisfactory to the Custodian, together with all such
certifications as may be required by the Depositary or the Custodian in
accordance with the provisions of this Deposit Agreement, and, if the Depositary
requires, 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 Depositary Shares
representing such deposit. No Share shall be accepted for deposit unless
accompanied by evidence satisfactory to the Depositary that any necessary
approval has been granted by any governmental body in England which is then
performing the function of the regulation of currency exchange. If required
by
the Depositary, Shares presented for deposit at any time, whether or not the
transfer books of the Issuer or the Foreign Registrar, if applicable, 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 additional
Shares or to receive other property which any person in whose name the Shares
are or have been recorded may thereafter receive upon or in respect of such
deposited 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 person proposing to deposit Shares, and
for
the account of such person, the Depositary may receive certificates for Shares
to be deposited, together with the other instruments herein specified, for
the
purpose of forwarding such Share certificates to the Custodian for deposit
hereunder.
Upon
each
delivery to a Custodian of a certificate or certificates for Shares to be
deposited hereunder, together with the other documents above specified, such
Custodian shall, as soon as transfer and recordation can be accomplished,
present such certificate or certificates to the Issuer or the Foreign Registrar,
if applicable, for transfer and recordation of the Shares being deposited in
the
name of the Depositary or its nominee or such Custodian or its nominee.
Deposited
Securities shall be held by the Depositary or by a Custodian for the account
and
to the order of the Depositary or at such other place or places as the
Depositary shall determine.
SECTION
2.3. Execution
and Delivery of Receipts.
Upon
receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and
in addition, if the transfer books of the Issuer or the Foreign Registrar,
if
applicable, are open, the Depositary may in its sole discretion require a proper
acknowledgment or other evidence from the Issuer that any Deposited Securities
have been recorded upon the books of the Issuer or the Foreign Registrar, if
applicable, in the name of the Depositary or its nominee or such Custodian
or
its nominee), together with the other documents required as above specified,
such 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 evidenced thereby. Such notification shall be made by letter or, at the
request, risk and expense of the person making the deposit, by cable, telex
or
facsimile transmission. Upon receiving such notice from such Custodian, or
upon
the receipt of Shares by the Depositary, the Depositary, subject to the terms
and conditions of this Deposit Agreement, shall execute and deliver at its
Principal Office, to or upon the order of the person or persons entitled
thereto, a Receipt or Receipts, registered in the name or names and evidencing
any authorized number of American Depositary Shares requested by such person
or
persons, but only upon payment to the Depositary of the fees of the Depositary
for the execution and delivery of such Receipt or Receipts as provided in
Section 5.9, and of all taxes and governmental charges and fees payable in
connection with such deposit and the transfer of the Deposited Securities.
SECTION
2.4. Transfer
of Receipts; Combination and Split-up of Receipts.
The
Depositary, subject to the terms and conditions of this Deposit Agreement,
shall
register transfers of Receipts on its transfer books from time to time, upon
any
surrender of a Receipt, by the Owner in person or by a duly authorized attorney,
properly endorsed or accompanied by proper instruments of transfer, and duly
stamped as may be required by the laws of the State of New York and of the
United States of America. 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 split-up
or combination of such Receipt or Receipts, execute and deliver a new Receipt
or
Receipts for any authorized number of American Depositary Shares requested,
evidencing the same aggregate number of American Depositary Shares as the
Receipt or Receipts surrendered.
The
Depositary may appoint one or more co-transfer agents for the purpose of
effecting transfers, combinations and split-ups of Receipts at designated
transfer offices on behalf of the Depositary. In carrying out its functions,
a
co-transfer agent may require evidence of authority and compliance with
applicable laws and other requirements by Owners or persons entitled to Receipts
and will be entitled to protection and indemnity to the same extent as the
Depositary.
SECTION
2.5. Surrender
of Receipts and Withdrawal of Shares.
Upon
surrender at the Principal Office of the Depositary of a Receipt for the purpose
of withdrawal of the Deposited Securities represented by the American Depositary
Shares evidenced by such Receipt, and upon payment of the fee of the Depositary
for the surrender of Receipts as provided in Section 5.9 and payment of all
taxes and governmental charges payable in connection with such surrender and
withdrawal of the Deposited Securities, and subject to the terms and conditions
of this Deposit Agreement, the Owner of such Receipt shall be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities at
the
time represented by the American Depositary Shares evidenced by such Receipt.
Delivery of such Deposited Securities may be made by the delivery of (a)
certificates in the name of such Owner or as ordered by him, by certificates
properly endorsed or accompanied by proper instruments of transfer to such
Owner
or as ordered by him or dematerialized securities through CRESTCo, the Central
Securities Depository for the United Kingdom securities market and (b) any
other
securities, property and cash to which such Owner is then entitled in respect
of
such Receipts to such Owner or as ordered by him. 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
if the Depositary so requires, the Owner 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
a
person or persons designated in such order. Thereupon the Depositary shall
direct the Custodian to deliver at or from the London office of such Custodian,
subject to Sections 2.6, 3.1 and 3.2 and to the other terms and conditions
of
this Deposited Agreement, to or upon the written order of the person or persons
designated in the order delivered to the Depositary as above provided, the
amount of Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt, except that the Depositary may make delivery to
such
person or persons at the Principal Office of the Depositary of any dividends
or
distributions with respect to the Deposited Securities represented by the
American Depositary Shares evidenced 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, risk and expense of any Owner so surrendering a Receipt, and for the
account of such Owner, the Depositary shall direct the Custodian to forward
any
cash or other property (other than rights) comprising, and forward a certificate
or certificates and other proper documents of title for, the Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt to the Depositary for delivery at the Principal Office of the
Depositary. Such direction shall be given by letter or, at the request, risk
and
expense of such Owner, by cable, telex or facsimile transmission.
SECTION
2.6. Limitations
on Execution and Delivery, Transfer and Surrender of Receipts.
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 Depositary, Custodian or Registrar may require payment from
the
depositor of Shares or the presentor 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 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
may
also require compliance with any regulations the Depositary may establish
consistent with the provisions of this Deposit Agreement, including, without
limitation, this Section 2.6.
The
delivery of Receipts against deposits of Shares generally or against deposits
of
particular Shares may be suspended, or the transfer of Receipts in particular
instances may be refused, or the registration of transfer of outstanding
Receipts generally may be suspended, during any period when the transfer books
of the Depositary are closed, or if any such action is deemed necessary or
advisable by (i) the Depositary or (ii) the Issuer 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, in
each case ,to the provisions of Section 7.7 hereof. 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 Issuer 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 shall
not knowingly accept for deposit under this Deposit Agreement any Shares
required to be registered under the provisions of the Securities Act of 1933,
unless a registration statement is in effect as to such Shares.
SECTION
2.7. Lost
Receipts, etc.
In
case
any Receipt shall be mutilated, 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, lost or stolen Receipt. Before the Depositary
shall execute and deliver a new Receipt in substitution for a destroyed, lost
or
stolen Receipt, the Owner thereof shall have (a) filed with the Depositary
(i) a
request for such execution and delivery before the Depositary has notice that
the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient
indemnity bond and (b) satisfied any other reasonable requirements imposed
by
the Depositary.
SECTION
2.8. 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
2.9. Pre-Release
of Receipts.
Notwithstanding
Section 2.3 hereof, the Depositary may execute and deliver Receipts prior to
the
receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may,
pursuant to Section 2.5, 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 OWNERS OF RECEIPTS.
SECTION
3.1. Filing
Proofs, Certificates and Other Information.
Any
person presenting Shares for deposit or any Owner of a Receipt may be required
from time to time to file with the Depositary or the Custodian such proof of
citizenship or residence, exchange control approval, or such information
relating to the registration on the books of the Issuer or the Foreign
Registrar, if applicable, 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 of any dividend or sale or distribution of 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 or such
representations and warranties made.
SECTION
3.2. Liability
of Owner for Taxes.
If
any
tax or other governmental charge shall become payable with respect to any
Receipt or any Deposited Securities represented by any Receipt, such tax or
other governmental charge shall be payable by the Owner of such Receipt to
the
Depositary. The Depositary may refuse to effect any transfer of such Receipt
or
any withdrawal of Deposited Securities represented by American Depositary Shares
evidenced by such Receipt until such payment is made, and may withhold any
dividends or other distributions, or may sell for the account of the Owner
thereof any part or all of the Deposited Securities represented by the American
Depositary Shares evidenced 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 and the Owner of such Receipt shall remain liable
for
any deficiency. Each Holder of a Receipt or an interest therein agrees to
indemnify the Depositary, the Issuer, the Custodian and any of their respective
directors, employees, agents and affiliates against, and hold each of them
harmless from, any claims by any governmental authority with respect to taxes,
additions to tax, penalties or interest arising out of any refund of taxes,
reduced rate of withholding at source or other tax benefit
obtained.
SECTION
3.3. Warranties
on Deposit of Shares.
Every
person depositing Shares under this Deposit Agreement shall be deemed thereby
to
represent and warrant that such Shares and each certificate therefor are validly
issued, fully paid, nonassessable and free of any pre-emptive rights of the
holders of outstanding Shares and that the person making such deposit is duly
authorized so to do. Every such person shall also be deemed to represent that
the deposit of such Shares and the sale of Receipts evidencing American
Depositary Shares representing such Shares by that person are not restricted
under the Securities Act of 1933. Such representations and warranties shall
survive the deposit of Shares and issuance of Receipts.
SECTION
3.04 Disclosure
of Beneficial Ownership.
To
the
extent that the provisions of or governing any Deposited Securities may require
disclosure of or impose limits on beneficial or other ownership of Deposited
Securities, other Shares and other securities and may provide for blocking
transfer, voting or other rights to enforce such disclosure or limits, Owners
and all persons holding Receipts agree to comply with all such disclosure
requirements and ownership limitations and to comply with any reasonable Company
instructions in respect thereof. The Issuer reserves the right to instruct
Owners to deliver their American Depositary Shares for cancellation and
withdrawal of the Deposited Securities so as to permit the Issuer to deal
directly with the Owner thereof as a holder of Shares and Owners agree to comply
with such instructions. The Depositary agrees to cooperate with the Issuer
in
its efforts to inform Owners of the Issuer's exercise of its rights under this
paragraph and agrees to consult with, and provide reasonable assistance without
risk, liability or expense on the part of the Depositary, to the Issuer on
the
manner or manners in which it may enforce such rights with respect to any
Owner.
ARTICLE
4. THE DEPOSITED SECURITIES.
SECTION
4.1. Cash
Distributions.
Whenever
the Depositary shall receive any cash dividend or other cash distribution on
any
Deposited Securities, the Depositary shall, subject to the provisions of Section
4.5, convert such dividend or distribution into Dollars and shall distribute
the
amount thus received (net of the fees of the Depositary as provided in Section
5.9 hereof, if applicable) to the Owners 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 Issuer
or
the Depositary shall be required to withhold and does withhold from such cash
dividend or such other cash distribution an amount on account of taxes, the
amount distributed to the Owner of the Receipts evidencing 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 Owner a fraction of one cent. Any such fractional
amounts shall be rounded down to the nearest whole cent and so distributed
to
Owners entitled thereto. The Issuer or its agent will remit to the appropriate
governmental agency in England all amounts withheld and owing to such agency.
The Depositary will forward to the Issuer or its agent such information from
its
records as the Issuer may reasonably request to enable the Issuer or its agent
to file necessary reports with governmental agencies, and the Depositary or
the
Issuer or its agent may file any such reports necessary to obtain benefits
under
the applicable tax treaties for the Owners of Receipts.
SECTION
4.2. Distributions
Other Than Cash, Shares or Rights.
Subject
to the provisions of Section 4.11 and Section 5.9, whenever the Depositary
shall
receive any distribution other than a distribution described in Sections 4.1,
4.3 or 4.4, the Depositary shall cause the securities or property received
by it
to be distributed to the Owners 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 Owners entitled thereto, or if for any other reason (including, but
not limited to, any requirement that the Issuer or the Depositary withhold
an
amount on account of taxes or other governmental charges or that such securities
must be registered under the Securities Act of 1933 in order to be distributed
to Owners or holders) 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, but not limited
to,
the public or private sale of the securities or property thus received, or
any
part thereof, and the net proceeds of any such sale (net of the fees of the
Depositary as provided in Section 5.9) shall be distributed by the Depositary
to
the Owners entitled thereto as in the case of a distribution received in
cash.
SECTION
4.3. Distributions
in Shares.
If
any
distribution upon any Deposited Securities consists of a dividend in, or free
distribution of, Shares, the Depositary may, and shall if the Issuer shall
so
request, distribute to the Owners of outstanding Receipts entitled thereto,
in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively, additional Receipts evidencing
an aggregate number of American Depositary Shares representing the amount of
Shares received as such dividend or free distribution, subject to the terms
and
conditions of the Deposit Agreement with respect to the deposit of Shares and
the issuance of American Depositary Shares evidenced by Receipts, including
the
withholding of any tax or other governmental charge as provided in Section
4.11
and the payment of fees of the Depositary as provided in Section 5.9. In lieu
of
delivering Receipts for fractional American Depositary Shares in any such case,
the Depositary shall sell the amount of 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 4.1. If additional Receipts are not so
distributed, each American Depositary Share shall thenceforth also represent
the
additional Shares distributed upon the Deposited Securities represented
thereby.
SECTION
4.4. Rights.
In
the
event that the Issuer shall offer or cause to be offered to the holders of
any
Deposited Securities any rights to subscribe for additional Shares or any rights
of any other nature, the Depositary shall have discretion as to the procedure
to
be followed in making such rights available to any Owners or in disposing of
such rights on behalf of any Owners and making the net proceeds available to
such Owners or, if by the terms of such rights offering or for any other reason,
the Depositary may not either make such rights available to any Owners or
dispose of such rights and make the net proceeds available to such Owners,
then
the Depositary shall allow the rights to lapse. If at the time of the offering
of any rights the Depositary determines in its discretion that it is lawful
and
feasible to make such rights available to all Owners or to certain Owners but
not to other Owners, the Depositary may distribute to any Owner to whom it
determines the distribution to be lawful and feasible, in proportion to the
number of America Depositary Shares held by such Owner, warrants or other
instruments therefor in such form as it deems appropriate.
If
the
Depositary has distributed warrants or other instruments for rights to all
or
certain Owners, then upon instruction from such an Owner pursuant to such
warrants or other instruments to the Depositary from such Owner to exercise
such
rights, upon payment by such Owner to the Depositary for the account of such
Owner of an amount equal to the purchase price of the Shares to be received
upon
the exercise of the rights, and upon payment of the fees of the Depositary
and
any other charges as set forth in such warrants or other instruments, the
Depositary shall, on behalf of such Owner, exercise the rights and purchase
the
Shares, and the Issuer shall cause the Shares so purchased to be delivered
to
the Depositary on behalf of such Owner. As agent for such Owner, the Depositary
will cause the Shares so purchased to be deposited pursuant to Section 2.2
of
this Deposit Agreement, and shall, pursuant to Section 2.3 of this Deposit
Agreement, execute and deliver Receipts to such Owner.
If
the
Depositary determines in its discretion that it is not lawful and feasible
to
make such rights available to all or certain Owners, it may sell the rights,
warrants or other instruments in proportion to the number of American Depositary
Shares held by the Owners to whom it has determined it may not lawfully or
feasibly make such rights available, and allocate the net proceeds of such
sales
(net of the fees and expenses of the Depositary as provided in this Deposit
Agreement and all taxes and governmental charges payable in connection with
such
rights and subject to the terms and conditions of this Deposit Agreement) for
the account of such Owners otherwise entitled to such rights, warrants or other
instruments, upon an averaged or other practical basis without regard to any
distinctions among such Owners because of exchange restrictions or the date
of
delivery of any Receipt or otherwise.
The
Depositary will not offer rights to Owners unless both the rights and the
securities to which such rights relate are either exempt from registration
under
the Securities Act of 1933 with respect to a distribution to Owners or are
registered under the provisions of such Act. If an Owner of Receipts requests
distribution of warrants or other instruments, notwithstanding that there has
been no such registration under such Act, the Depositary shall not effect such
distribution unless it has received an opinion from recognized counsel in the
United States for the Issuer upon which the Depositary may rely that such
distribution to such Owner is exempt from such registration.
The
Depositary shall not be responsible for any failure to determine that it may
be
lawful or feasible to make such rights available to Owners in general or any
Owner in particular.
SECTION
4.5. Conversion
of Foreign Currency.
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 Owners 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 Owners on account of exchange restrictions,
the
date of delivery of any Receipt or otherwise and shall be net of any expenses
of
conversion into Dollars incurred by the Depositary as provided in Section
5.9.
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 conversation 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 uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.
If
any
such conversion of foreign currency, in whole or in part, cannot be effected
for
distribution to some of the Owners entitled thereto, the Depositary may in
its
discretion make such conversion and distribution in Dollars to the extent
permissible to the Owners entitled thereto and may distribute the balance of
the
foreign currency received by the Depositary to, or hold such balance uninvested
and without liability for interest thereon for the respective accounts of,
the
Owners entitled thereto.
SECTION
4.6. 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 for any reason the
Depositary causes a change in the number of Shares that are represented by
each
American Depositary Share, or whenever the Depositary shall receive notice
of
any meeting of holders of Shares or other Deposited Securities, the Depositary
shall fix a record date (a) for the determination of the Owners who shall be
(i)
entitled to receive such dividend, distribution or rights or the net proceeds
of
the sale thereof or (ii) entitled to receive such dividend, distribution or
rights or the net proceeds of the sale thereof, or (b) on or after which each
American Depositary Share will represent the changed number of Shares. Subject
to the provisions of Sections 4.1 through 4.5 and to the other terms and
conditions of this Deposit Agreement, the Owners on such record date shall
be
entitled, as the case may be, 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 and to give voting instructions
and
to act in respect of any other such matter.
SECTION
4.7. Voting
of Deposited Securities.
Upon
receipt of notice of any meeting of holders of Shares or other Deposited
Securities, if requested in writing by the Issuer the Depositary shall, as
soon
as practicable thereafter, mail to the Owners a notice, the form of which notice
shall be in the sole direction of the Depositary, which shall contain (a) such
information as is contained in such notice of meeting, and (b) a statement
that
the Owners as of the close of business on a specified record date will be
entitled, subject to any applicable provision of English law and of the Articles
of Association of the Issuer, to instruct the Depositary as to the exercise
of
the voting rights, pertaining to the amount of Shares or other Deposited
Securities represented by their respective American Depositary Shares and (c)
a
statement as to the manner in which such instructions may be given. Upon the
written request of an Owner on such record date, received on or before the
date
established by the Depositary for such purpose, (the "Instruction Date") the
Depositary shall endeavor, insofar as practicable, to vote or cause to be voted
the amount of Shares or other Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt in accordance with the instructions
set forth in such request. The Depositary shall not vote or attempt to exercise
the right to vote that attaches to the Shares or other Deposited Securities,
other than in accordance with such instructions.
There
can
be no assurance that Owners generally or any Owner in particular will receive
the notice described in the preceding paragraph sufficiently prior to the
Instruction Date to ensure that the Depositary will vote the Shares or Deposited
Securities in accordance with the provisions set forth in the preceding
paragraph.
SECTION
4.8. Changes
Affecting Deposited Securities.
In
circumstances where the provisions of Section 4.3 do not apply, upon any change
in nominal value, 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 Issuer
or to which it is a party, any securities which shall be received by the
Depositary or a 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, and shall if the Issuer shall so request, execute
and deliver additional Receipts as in the case of a dividend in Shares, or
call
for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.
SECTION
4.9. Reports.
The
Depositary shall make available for inspection at its Principal Office any
reports and communications, including any proxy soliciting material, received
from the Issuer 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 Issuer. The Depositary shall also, upon written
request, send to the Owners copies of such reports furnished by the Issuer
pursuant to Section 5.6.
SECTION
4.10. Lists
of Owners.
Promptly
upon request by the Issuer, the Depositary shall, at the expense of the Issuer,
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 are
registered on the books of the Depositary.
SECTION
4.11. Withholding.
In
the
event that the Depositary determines that any distribution in property
(including Shares and rights to subscribe therefor) is subject to any tax or
other governmental charge which the Depositary is obligated to withhold, the
Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts
and
in such manner as the Depositary deems necessary and practicable to pay any
such
taxes or charges and the Depositary shall distribute the net proceeds of any
such sale after deduction of such taxes or charges to the Owners entitled
thereto in proportion to the number of American Depositary Shares held by them
respectively.
ARTICLE
5. THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER.
SECTION
5.1 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 for the registration of Receipts and transfers
of
Receipts which at all reasonable times shall be open for inspection by the
Owners, provided that such inspection shall not be for the purpose of
communicating with Owners in the interest of a business or object other than
the
business of the Issuer or a matter related to this Deposit Agreement or the
Receipts.
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
hereunder.
If
any
Receipts or the American Depositary Shares evidenced thereby are listed on
one
or more stock exchanges in the United States, the Depositary shall act as
Registrar or appoint a Registrar or one or more co-registrars for registry
of
such Receipts in accordance with any requirements of such exchange or exchanges.
SECTION
5.2. Prevention
or Delay in Performance by the Depositary or the Issuer.
Neither
the Depositary nor the Issuer shall incur any liability to any Owner or holder
of any Receipt, if by reason of any provision of any present or future law,
rule
or regulation of the United States, United Kingdom or any other country, or
of
any governmental or regulatory authority or any securities exchange or market
or
automated quotation system, the provisions of or governing any Deposited
Securities, any present or future provision of the Issuer's charter, any act
of
God, war, terrorism or other circumstance beyond its control, the Depositary
or
the Issuer shall be prevented or forbidden from, or be subject to any civil
or
criminal penalty on account of, 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 Issuer incur any liability to any Owner or
holder of any Receipt by reason of any non-performance or delay, caused as
aforesaid, in the 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. Where, by the terms of a distribution pursuant to Sections
4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution
pursuant to Section 4.4 of the Deposit Agreement, or for any other reason,
such
distribution or offering may not be made available to Owners, and the Depositary
may not dispose of such distribution or offering on behalf of such Owners and
make the net proceeds available to such Owners, then the Depositary shall not
make such distribution or offering, and shall allow any rights, if applicable,
to lapse.
SECTION
5.3. Obligations
of the Depositary, the Custodian and the Issuer.
The
Issuer assumes no obligation to any Owner, holder of any Receipt or any other
person (other than the Depositary) nor shall it be subject to any liability
under this Deposit Agreement to Owners or holders of Receipts, except that
it
agrees to perform its obligations specifically set forth in this Deposit
Agreement without gross negligence or wilfull misconduct.
The
Depositary assumes no obligation nor shall it be subject to any liability under
this Deposit Agreement to any Owner or holder of any Receipt (including, without
limitation, liability with respect to the validity or worth of the Deposited
Securities), except that it agrees to perform its obligations specifically
set
forth in this Deposit Agreement without gross negligence or wilfull
misconduct.
Neither
the Depositary nor the Issuer shall be under any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities or in respect of the Receipts, which in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it against
all expense and liability shall 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 Issuer shall be liable for any action or nonaction by
it
in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Owner or any other person believed
by it in good faith to be competent to give such advice or
information.
The
Depositary shall not be liable for any acts or omissions made by a successor
depositary whether in connection with a previous act or omission of the
Depositary or in connection with any matter arising wholly after the removal
or
resignation of the Depositary, provided that in connection with the issue out
of
which such potential liability arises the Depositary performed its obligations
without negligence or bad faith while it acted as Depositary.
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 nonaction is in good faith.
Notwithstanding
anything to the contrary set forth in the Deposit Agreement or any Receipt,
the
Depositary and its agents may fully respond to any and all demands or requests
for information maintained by or on its behalf in connection with the Deposit
Agreement, any Owner or holder, any Receipt or Receipts or otherwise related
hereto to the extent such information is requested or required by or pursuant
to
any lawful authority, including without limitation laws, rules, regulations,
administrative or judicial process, banking, securities or other regulators.
Neither the Issuer nor the Depositary nor any of their respective agents shall
be liable to Owners or beneficial owners of interests in American Depositary
Shares for any indirect, special, punitive or consequential
damages.
No
disclaimer of liability under the Securities Act of 1933 is intended by any
provision of this Deposit Agreement.
SECTION
5.4. Resignation
and Removal of the Depositary.
The
Depositary may at any time resign as Depositary hereunder by written notice
of
its election so to do delivered to the Issuer, 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 Issuer by written notice of such
removal effective upon the appointment of a successor depositary and its
acceptance of such appointment as hereinafter provided.
In
case
at any time the Depositary acting hereunder shall resign or be removed, the
Issuer 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 Issuer 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 Issuer shall execute and
deliver and 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 Owners of all outstanding Receipts.
Any
such successor depositary shall promptly mail notice of its appointment to
the
Owners.
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
5.5 The
Custodians.
The
Custodian shall be subject at all times and in all respects to the directions
of
the Depositary and shall be responsible solely to it. Any 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. If upon such resignation there shall be
no
Custodian acting hereunder, the Depositary shall, promptly after receiving
such
notice, appoint a substitute custodian or custodians, each of which shall
thereafter be a Custodian hereunder. Whenever the Depositary in its discretion
determines that it is in the best interest of the Owners to do so, it may
appoint substitute or additional custodian or custodians, which shall thereafter
be one of the Custodians hereunder. Upon demand of the Depositary any Custodian
shall deliver such of the Deposited Securities held by it as are requested
of it
to any other Custodian or such substitute or additional custodian or custodians.
Each such substitute or additional custodian shall deliver to the Depositary,
forthwith upon its appointment, an acceptance of such appointment satisfactory
in form and substance to the Depositary.
Upon
the
appointment of any successor depositary hereunder, each 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 each Custodian hereunder;
but
the successor depositary so appointed shall, nevertheless, on the written
request of any Custodian, execute and deliver to such Custodian all such
instruments as may be proper to give to such Custodian full and complete power
and authority as agent hereunder of such successor depositary.
SECTION
5.6. Notices
and Reports.
On
or
before the first date on which the Issuer gives notice, by publication or
otherwise, of any meeting of holders of Shares or other Deposited Securities,
or
of any adjourned meeting of such holders, or of the taking of any action in
respect of any cash or other distributions or the offering of any rights, the
Issuer agrees to transmit to the Depositary and the Custodian a copy of the
notice thereof in the form given or to be given to holders of Shares or other
Deposited Securities.
The
Issuer will arrange for the prompt transmittal by the Issuer to the Depositary
and the Custodian of such notices and any other reports and communications
which
are made generally available by the Issuer to holders of its Shares. If
requested in writing by the Issuer, the Depositary will arrange for the mailing,
at the Issuer's expense, of copies of such notices, reports and communications
to all Owners. The Issuer will timely provide the Depositary with the quantity
of such notices, reports, and communications, as requested by the Depositary
from time to time, in order for the Depositary to effect such mailings.
SECTION
5.7. Distribution
of Additional Shares, Rights, etc.
The
Issuer agrees that in the event of any issuance or distribution of (1)
additional Shares, (2) rights to subscribe for Shares, (3) securities
convertible into Shares, or (4) rights to subscribe for such securities, (each
a
"Distribution") the Issuer will promptly furnish to the Depositary a written
opinion from U.S. counsel for the Issuer, which counsel shall be satisfactory
to
the Depositary, stating whether or not the Distribution requires a Registration
Statement under the Securities Act of 1933 to be in effect prior to making
such
Distribution available to Owners entitled thereto. If in the opinion of such
counsel 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 which will cover such Distribution.
The
Issuer agrees with the Depositary that neither the Issuer nor any company
controlled by, controlling or under common control with the Issuer will at
any
time deposit any Shares, either originally issued or previously issued and
reacquired by the Issuer or any such affiliate, unless a Registration Statement
is in effect as to such Shares under the Securities Act of 1933.
SECTION
5.8. Indemnification.
The
Issuer 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 Issuer or any of its directors,
employees, agents and affiliates.
The
Depositary agrees to indemnify the Issuer, its directors, employees, agents
and
affiliates and hold them harmless from any liability or expenses which may
arise
out of acts performed or omitted by the Depositary or its Custodian or their
respective, agents hereunder due to their negligence or bad faith.
Notwithstanding
any other provision of this Deposit Agreement or any Receipt to the contrary,
neither the Issuer nor the Depositary, nor any of their agents, shall be liable
to the other for any indirect, special, punitive or consequential damages
(collectively "Special Damages") except (i) to the extent such Special Damages
arise from the gross negligence or willful misconduct of the party from whom
indemnification is sought or (ii) to the extent Special Damages arise from
or
out of a claim brought by a third party (including, without limitation, Owners)
against the Depositary or its agents, except to the extent such Special Damages
arise out of the gross negligence or willful misconduct of the party seeking
indemnification hereunder
The
obligations set forth in this Section 5.8 shall survive the termination of
this
Deposit Agreement and the succession or substitution of any indemnified
person.
SECTION
5.9. Charges
of Depositary.
The
Issuer agrees to pay the fees, reasonable expenses and out of-pocket charges
of
the Depositary and those of any Registrar only in accordance with agreements
in
writing entered into between the Depositary and the Issuer from time to time.
The Depositary shall present its statement for such charges and expenses to
the
Issuer once every three months. The charges and expenses of the Custodian are
for the sole account of the Depositary.
The
following charges shall be incurred by any party depositing or withdrawing
Shares or by any party surrendering Receipts or to whom Receipts are issued
(including, without limitation, issuance pursuant to a stock dividend or stock
split declared by the Issuer or an exchange regarding the Receipts or Deposited
Securities or a distribution of Receipts pursuant to Section 4.3), whichever
applicable: (1) taxes and other governmental charges, (2) such registration
fees
as may from time to time be in effect for the registration of transfers of
Shares generally on the Share register of the Issuer or Foreign Registrar and
applicable to transfers of Shares to the name of the Depositary or its nominee
or the Custodian or its nominee on the making of deposits or withdrawals
hereunder, (3) such cable, telex and facsimile transmission expenses as are
expressly provided in this Deposit Agreement, (4) such expenses as are incurred
by the Depositary in the conversion of foreign currency pursuant to Section
4.5,
(5) a fee of $5.00 or less per 100 American Depositary Shares (or portion
thereof) for the execution and delivery of Receipts pursuant to Section 2.3,
4.3
or 4.4, and the surrender of Receipts pursuant to Section 2.5 or 6.2, (6) a
fee
of $.02 or less per American Depositary Share (or portion thereof) for any
cash
distribution made pursuant to the Deposit Agreement including, but not limited
to, Sections 4.1 through 4.4 hereof, (7) a fee for the distribution of
securities pursuant to Section 4.2, such fee being in an amount equal to the
fee
for the execution and delivery of American Depositary Shares referred to above
which would have been charged as a result of the deposit of such securities
(for
purposes of this clause (7) treating all such securities as if they were
Shares), but which securities are instead distributed by the Depositary to
Owners and
(8)
any other charge payable by any of the Depositary, any of the Depositary's
agents, including, without limitation, the custodian, or the agents of the
Depositary's agents in connection with the servicing of the Shares or other
Deposited Securities (which charge shall be assessed against Owners as of the
record date or dates set by the Depositary and shall be payable at the sole
discretion of the Depositary by billing such Owners or by deducting such charge
from one or more cash dividends or other cash distributions).
The
Depositary, subject to Section 2.9 hereof, may own and deal in any class of
securities of the Issuer and its affiliates and in Receipts.
SECTION
5.10. Retention
of Depositary Documents.
The
Depositary is authorized to destroy those documents, records, bills and other
data compiled during the term of this Deposit Agreement at the times permitted
by the laws or regulations governing the Depositary unless the Issuer requests
that such papers be retained for a longer period or turned over to the Issuer
or
to a successor depositary.
SECTION
5.11. Exclusivity.
The
Issuer agrees not to appoint any other depositary for issuance of American
Depositary Receipts so long as JPMorgan Chase Bank, N.A. is acting as Depositary
hereunder.
SECTION
5.12. List
of Restricted Securities Owners.
From
time
to time, the Issuer shall provide to the Depositary a list setting forth, to
the
actual knowledge of the Issuer, those persons or entities who beneficially
own
Restricted Securities and the Issuer shall update that list on a regular basis.
The Issuer agrees to advise in writing each of the persons or entities so listed
that such Restricted Securities are ineligible for deposit hereunder. The
Depositary may rely on such a list or update but shall not be liable for any
action or omission made in reliance thereon.
ARTICLE
6. AMENDMENT AND TERMINATION.
SECTION
6.1. 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 Issuer 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 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 Owners, shall, however, not become
effective as to outstanding Receipts until the expiration of thirty days after
notice of such amendment shall have been given to the Owners of outstanding
Receipts. Every Owner at the time any 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 Owner of any Receipt to
surrender such Receipt and receive therefor the Deposited Securities represented
thereby, except in order to comply with mandatory provisions of applicable
law.
Any amendments or supplements which (i) are reasonably necessary (as agreed
by
the Issuer and the Depositary) in order for (a) the American Depositary Shares
to be registered on Form F-6 under the Securities Act of 1933 or (b) the
American Depositary Shares or Shares to be traded solely in electronic
book-entry form and (ii) do not in either such case impose or increase any
fees
or charges to be borne by Owners, shall be deemed not to prejudice any
substantial rights of Owners. Notwithstanding the foregoing, if any governmental
body or regulatory body should adopt new laws, rules or regulations which would
require amendment or supplement of the Deposit Agreement or the Receipts to
ensure compliance therewith, the Issuer and the Depositary may amend or
supplement the Deposit Agreement and the Receipts at any time in accordance
with
such changed laws, rules or regulations. Such amendment or supplement to the
Deposit Agreement in such circumstances may become effective before a notice
of
such amendment or supplement is given to Owners or within any other period
of
time as required for compliance.
SECTION
6.2. Termination.
The
Depositary shall at any time at the direction of the Issuer terminate this
Deposit Agreement by mailing notice of such termination to the Owners of all
Receipts then outstanding at least 60 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate this Deposit
Agreement by mailing notice of such termination to the Issuer and the Owners
of
all Receipts then outstanding if at any time 60 days shall have expired after
the Depositary shall have delivered to the Issuer 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 5.4. On and after the date
of
termination, the Owner of a Receipt will, upon (a) surrender of such Receipt
at
the Principal Office of the Depositary, (b) payment of the fee of the Depositary
for the surrender of Receipts referred to in Section 2.5 and (c) payment of
any
applicable taxes or governmental charges, be entitled to delivery, to him or
upon his order, of the amount of Deposited Securities represented by the
American Depositary Shares evidenced by such Receipt. 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 Owners 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 with respect thereto and
the
net proceeds of the sale of any rights or other property, in exchange for
Receipts surrendered to the Depositary (after deducting, in each case, the
fee
of the Depositary for the surrender of a Receipt, any expenses for the account
of the Owner of such Receipt in accordance with the terms and conditions of
this
Deposit Agreement, and any applicable taxes or governmental charges). At any
time after the expiration of six monthsr from the date of termination, the
Depositary may sell the Deposited Securities then held hereunder and may
thereafter hold uninvested the net proceeds of any such sale, together with
any
other cash then held by it hereunder, unsegregated and without liability for
interest, for the pro rata benefit of the Owners of Receipts which have not
theretofore been surrendered, such Owners thereupon becoming general creditors
of the Depositary with respect to such net proceeds. 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 (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of this Deposit Agreement, and any applicable
taxes or governmental charges). Upon the termination of this Deposit Agreement,
the Issuer shall be discharged from all obligations under this Deposit Agreement
except for its obligations to the Depositary under Sections 5.8 and 5.9 hereof.
ARTICLE
7. MISCELLANEOUS.
SECTION
7.1. Counterparts.
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 Custodians and shall be open to inspection by any holder
or Owner of a Receipt during business hours.
SECTION
7.2. No
Third Party Beneficiaries.
This
Deposit Agreement is for the exclusive benefit of the parties hereto and shall
not be deemed to give any legal or equitable right, remedy or claim whatsoever
to any other person.
SECTION
7.3. Severability.
In
case
any one 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 way be affected, prejudiced or disturbed thereby.
SECTION
7.4. Holders
and Owners as Parties; Binding Effect.
The
holders and Owners 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
7.5. Notices.
Any
and
all notices to be given to the Issuer shall be deemed to have been duly given
if
personally delivered or sent by mail or cable, telex or facsimile transmission
confirmed by letter, addressed to Group Corporate Centre, Birchwood Point
Business Park, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇, or any other place to which the Issuer 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 in English and personally delivered or sent by mail or cable, telex
or
facsimile transmission confirmed by letter, addressed to JPMorgan Chase Bank,
N.A., 4 New York Plaza, 13th
Floor, ,
New York, New York 10004, Attention: American Depositary Receipt Administration,
or any other place to which the Depositary may have transferred its Principal
Office.
Any
and
all notices to be given to any Owner shall be deemed to have been duly given
if
personally delivered or sent by mail or cable, telex or facsimile transmission
confirmed by letter, addressed to such Owner at the address of such Owner as
it
appears on the transfer books for Receipts of the Depositary, or, if such Owner
shall have filed with the Depositary a written request that notices intended
for
such Owner be mailed to some other address, at the address designated in such
request.
Delivery
of a notice sent by mail or 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 a cable, telex or facsimile
transmission) is deposited, postage prepaid, in a post-office letter box. The
Depositary or the Issuer may, however, act upon any cable, telex or facsimile
transmission received by it, notwithstanding that such cable, telex or facsimile
transmission shall not subsequently be confirmed by letter as aforesaid.
SECTION
7.6. Governing
Law.
This
Deposit Agreement and the Receipts shall be interpreted and all rights hereunder
and thereunder and provisions hereof and thereof shall be governed by the laws
of the State of New York.
SECTION
7.7 Compliance
with U.S. Securities Laws.
Notwithstanding
anything in this Deposit Agreement to the contrary, the Issuer and the
Depositary each agrees that it will not exercise any rights it has under this
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.
Section
7.8 Amendment
and Restatement of Old Deposit Agreement.
The
Deposit Agreement amends and restates the Old Deposit Agreement in its entirety
to consist exclusively of the Deposit Agreement, and each Old Receipt is hereby
deemed amended and restated to substantially conform to the form of Receipt
set
forth in Exhibit A annexed hereto, except that, to the extent any portion
of either such amendment and restatement would prejudice any substantial
existing right of registered owners of Old Receipts, such portion shall not
become effective as to such registered owners until one month after such owners
shall have received notice thereof, such notice to be conclusively deemed given
upon the mailing to such registered owners of notice of such amendment and
restatement which notice contains a provision whereby such owners can receive
a
copy of the form of Receipt.
IN
WITNESS WHEREOF, UNITED UTILITIES PLC and JPMORGAN CHASE BANK, N.A. have duly
executed this agreement as of the day and year first set forth above and all
Owners shall become parties hereto upon acceptance by them of Receipts issued
in
accordance with the terms hereof.
Exhibit
A
to Deposit Agreement
|
No.
|
______________________
|
|
AMERICAN
DEPOSITARY
|
|
|
SHARES
|
|
|
(Each
American Depositary Share
|
|
|
represents
two (2) deposited
|
|
|
Shares)
|
JPMORGAN
CHASE BANK, N.A.
AMERICAN
DEPOSITARY RECEIPT
FOR
ORDINARY SHARES OF
(INCORPORATED
UNDER THE LAWS OF ENGLAND)
JPMORGAN
CHASE BANK, N.A., a national banking association organized under the laws of
the
United States of America, as depositary (hereinafter called the “Depositary”),
hereby certifies that ___________________, or registered assigns IS THE OWNER
OF
_____________ American Depositary Shares representing deposited Ordinary Shares
(herein called "Shares") of United Utilities PLC, incorporated under the laws
of
England (herein called the "Company"). At the date hereof, each American
Depositary Share represent two (2) Shares which are either deposited or subject
to deposit under the deposit agreement with the Custodian appointed thereunder
(herein called the “Custodian”).
THE
DEPOSITARY’S PRINCIPAL OFFICE IS:
4
NEW YORK PLAZA, NEW YORK, N.Y. 10004
1. THE
DEPOSIT AGREEMENT.
This
American Depositary Receipt is one of an issue (herein called "Receipts"),
all
issued and to be issued upon the terms and conditions set forth in the amended
and restated deposit agreement, dated as of June 9, 2006 (herein called the
"Deposit Agreement"), by and among the Company, the Depositary, and all Owners
and holders from time to time of Receipts issued thereunder, each of whom by
accepting a Receipt agrees to become a party thereto and become bound by all
the
terms and conditions thereof. The Deposit Agreement sets forth the rights of
Owners and holders of the Receipts and the rights and duties of the Depositary
in respect of the Shares deposited thereunder and any and all other securities,
property and cash from time to time received in respect of such Shares and
held
thereunder (such Shares, securities, property, and cash are herein called
"Deposited Securities"). Copies of the Deposit Agreement are on file at the
Depositary's Principal Office in New York City and at the office of the
Custodian.
The
statements made on the face and 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.
Capitalized terms not defined herein shall have the meanings set forth in the
Deposit Agreement.
2. SURRENDER
OF RECEIPTS AND WITHDRAWAL OF SHARES.
Upon
surrender at the Principal Office of the Depositary of this Receipt, and upon
payment of the fee of the Depositary provided in this Receipt, and subject
to
the terms and conditions of the Deposit Agreement, the Owner hereof is entitled
to delivery, to him or upon his order, of the amount of Deposited Securities
at
the time represented by the American Depositary Shares for which this Receipt
is
issued. Delivery of such Deposited Securities may be made by the delivery of
(a)
certificates in the name of the Owner hereof or as ordered by him, by
certificates properly endorsed or accompanied by proper instruments of transfer
to such Owner or as ordered by him or dematerialized securities through CRESTCo,
the Central Securities Depository for the United Kingdom securities market,
and
(b) any other securities, property and cash to which such Owner is then entitled
in respect of this Receipt to such Owner or as ordered by him. Such delivery
will be made at the option of the Owner hereof, either at the office of the
Custodian or at the Principal Office of the Depositary, provided that the
forwarding of certificates for Shares or other Deposited Securities for such
delivery at the Principal Office of the Depositary shall be at the risk and
expense of the Owner 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.
3. TRANSFERS,
SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.
The
transfer of this Receipt is registrable on the books of the Depositary at its
Principal Office by the Owner hereof in person or by a duly authorized attorney,
upon surrender of this Receipt properly endorsed for transfer or accompanied
by
proper instruments of transfer and funds sufficient to pay any applicable
transfer taxes and the expenses of the Depositary and upon compliance with
such
regulations, if any, as the Depositary may establish for such purpose. This
Receipt may be split into other such Receipts, or may be combined with other
such Receipts into one Receipt, evidencing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered. As a condition
precedent to the execution and delivery, registration of transfer, split-up,
combination, or surrender of any Receipt or withdrawal of any Deposited
Securities, the Depositary, the Custodian, or Registrar may require payment
from
the depositor of Shares or the presentor 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 Shares being deposited or withdrawn) and payment of any
applicable fees as provided in 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 any regulations the Depositary may establish
consistent with the provisions of the Deposit Agreement or this
Receipt.
The
delivery of Receipts against deposits of Shares generally or against deposits
of
particular Shares may be suspended, or the transfer of Receipts in particular
instances may be refused, or the registration of transfer of outstanding
Receipts generally may be suspended, during any period when the transfer books
of the Depositary are closed, or if any such action is deemed necessary or
advisable by (i) the Depositary or (ii) the Issuer 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, in
each case, subject to Article (22) hereof. Without limitation of the foregoing,
the Depositary shall not knowingly accept for deposit under the Deposit
Agreement any Shares required to be registered under the provisions of the
Securities Act of 1933, unless a registration statement is in effect as to
such
Shares.
4.
LIABILITY
OF OWNER FOR TAXES.
If
any
tax or other governmental charge shall become payable with respect to any
Receipt or any Deposited Securities represented hereby, such tax or other
governmental charge shall be payable by the Owner hereof to the Depositary.
The
Depositary may refuse to effect any transfer of this Receipt or any withdrawal
of Deposited Securities represented by American Depositary Shares evidenced
by
such Receipt until such payment is made, and may withhold any dividends or
other
distributions, or may sell for the account of the Owner hereof any part or
all
of the Deposited Securities represented by the American Depositary Shares
evidenced by this 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 and the Owner hereof shall remain liable for any deficiency. Each Holder
of a Receipt or an interest therein agrees to indemnify the Depositary, the
Company, the Custodian and any of their respective directors, employees, agents
and affiliates against, and hold each of them harmless from, any claims by
any
governmental authority with respect to taxes, additions to tax, penalties or
interest arising out of any refund of taxes, reduced rate of withholding at
source or other tax benefit obtained.
5.
WARRANTIES
OF DEPOSITORS.
Every
person depositing Shares under the Deposit Agreement shall be deemed thereby
to
represent and warrant that such Shares and each certificate therefor are validly
issued, fully paid, nonassessable and free of any pre-emptive rights of the
holders of outstanding Shares and that the person making such deposit is duly
authorized so to do. Every such person shall also be deemed to represent that
the deposit of such Shares and the sale of Receipts evidencing American
Depositary Shares representing such Shares by that person are not restricted
under the Securities Act of 1933. Such representations and warranties shall
survive the deposit of Shares and issuance of Receipts.
6. FILING
PROOFS, CERTIFICATES, AND OTHER INFORMATION.
Any
person presenting Shares for deposit or any Owner of a Receipt may be required
from time to time to file with the Depositary or the Custodian such proof of
citizenship or residence, exchange control approval, or such information
relating to the registration on the books of the Company or the Foreign
Registrar, if applicable, 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 of any dividend or sale or distribution of 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 or such
representations and warranties made. No Share shall be accepted for deposit
unless accompanied by evidence satisfactory to the Depositary that any necessary
approval has been granted by any governmental body in England which is then
performing the function of the regulation of currency exchange.
7. CHARGES
OF DEPOSITARY.
The
Company agrees to pay the fees, reasonable expenses and out-of-pocket charges
of
the Depositary and those of any Registrar only in accordance with agreements
in
writing entered into between the Depositary and the Company from time to time.
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.
The
following charges shall be incurred by any party depositing or withdrawing
Shares or by any party surrendering Receipts or to whom Receipts are issued
(including, without limitation, issuance pursuant to a stock dividend or stock
split declared by the Company or an exchange regarding the Receipts or Deposited
Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit
Agreement), whichever applicable: (1) taxes and other governmental charges,
(2)
such registration fees as may from time to time be in effect for the
registration of transfers of Shares generally on the Share register of the
Company or Foreign Registrar and applicable to transfers of Shares to the name
of the Depositary or its nominee or the Custodian or its nominee on the making
of deposits or withdrawals under the Deposit Agreement, (3) such cable, telex
and facsimile transmission expenses as are expressly provided in the Deposit
Agreement, (4) such expenses as are incurred by the Depositary in the conversion
of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a
fee
of $5.00 or less per 100 American Depositary Shares (or portion thereof) for
the
execution and delivery of Receipts pursuant to Sections 2.3, 4.3 or 4.4 of
the
Deposit Agreement, and the surrender of Receipts pursuant to Sections 2.5 or
6.2
of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary
Share (or portion thereof) for any cash distribution made pursuant to the
Deposit Agreement including, but not limited to Sections 4.1 through 4.4
thereof, (7) a fee for the distribution of securities pursuant to Section 4.2
of
the Deposit Agreement, such fee being in an amount equal to the fee for the
execution and delivery of American Depositary Shares referred to above which
would have been charged as a result of the deposit of such securities (for
purposes of this clause (7) treating all such securities as if they were
Shares), but which securities are instead distributed by the Depositary to
Owners and (8) any other charge payable by any of the Depositary, any of the
Depositary'=s
agents,
including, without limitation, the custodian, or the agents of the
Depositary'=s
agents
in connection with the servicing of the Shares or other Deposited Securities
(which charge shall be assessed against Owners as of the record date or dates
set by the Depositary and shall be payable at the sole discretion of the
Depositary by billing such Owners or by deducting such charge from one or more
cash dividends or other cash distributions).
The
Depositary, subject to Article (8) hereof, may own and deal in any class of
securities of the Company and its affiliates and in Receipts.
8. LOANS
AND PRE-RELEASE OF SHARES AND RECEIPTS.
Notwithstanding
Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver
Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit
Agreement ("Pre-Release"). The Depositary may, pursuant to Section 2.5 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
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 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.
9.
TITLE
TO RECEIPTS.
It
is a
condition of this Receipt and every successive holder and Owner of this Receipt
by accepting or holding the same consents and agrees, that title to this Receipt
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, notwithstanding any notice
to the contrary, may treat the person in whose name this Receipt is registered
on the books of the Depositary as the absolute owner hereof for the purpose
of
determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement and for
all
other purposes.
10.
VALIDITY
OF RECEIPT.
This
Receipt shall not be entitled to any benefits under the Deposit Agreement or
be
valid or obligatory for any purpose, unless this Receipt shall have been
executed by the Depositary by the manual 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 authorized officer of the Registrar.
11. REPORTS;
INSPECTION OF TRANSFER BOOKS.
The
Company is subject to the periodic reporting requirements of the Securities
Exchange Act of 1934 and, accordingly, files certain reports with the Securities
and Exchange Commission (hereinafter called the "Commission").
Such
reports and communications will be available for inspection and copying at
the
public reference facilities maintained by the Commission located at ▇▇▇ ▇
▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇.
The
Depositary will make available for inspection by Owners of Receipts at its
Principal Office any reports and communications, including any proxy soliciting
material, 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
Depositary shall also, upon written request, send to the Owners of Receipts
copies of such reports furnished by the Company pursuant to the Deposit
Agreement.
The
Depositary shall keep books for the registration of Receipts and transfers
of
Receipts which at all reasonable times shall be open for inspection by the
Owners of Receipts, provided that such inspection shall not be for the purpose
of communicating with Owners of Receipts in the interest of a business or object
other than the business of the Company or a matter related to the Deposit
Agreement or the Receipts.
12.
DIVIDENDS
AND DISTRIBUTIONS.
Whenever
the Depositary shall receive any cash dividend or other cash distribution on
any
Deposited Securities, the Depositary shall, 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 Deposit Agreement, convert such dividend
or distribution into Dollars and shall distribute the amount thus received
(net
of the fees of the Depositary as provided in the Deposit Agreement, if
applicable) to the Owners of Receipts entitled thereto, provided, however,
that
in the event that the Company or the Depositary shall be required to withhold
and does withhold from such cash dividend or such other cash distribution in
respect of any Deposited Securities an amount on account of taxes, the amount
distributed to the Owners of the Receipts evidencing American Depositary Shares
representing such Deposited Securities shall be reduced accordingly.
Subject
to the provisions of Sections 4.11 and 5.9 of the Deposit Agreement, whenever
the Depositary shall receive any distribution other than a distribution
described in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary
shall cause the securities or property received by it to be distributed to
the
Owners of Receipts entitled thereto, 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 Owners 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 and practicable for
the purpose of effecting such distribution, including, but not limited to,
the
public or private sale of the securities or property thus received, or any
part
thereof, and the net proceeds of any such sale (net of the fees of the
Depositary as provided in Section 5.9 of the Deposit Agreement) shall be
distributed by the Depositary to the Owner 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, Shares, the Depositary may, and shall if the Company shall
so
request, distribute to the Owners of outstanding Receipts entitled thereto,
additional Receipts evidencing an aggregate number of American Depositary Shares
representing the amount of Shares received as such dividend or free
distribution, subject to the terms and conditions of the Deposit Agreement
with
respect to the deposit of Shares and the issuance of American Depositary Shares
evidenced by Receipts, including the withholding of any tax or other
governmental charge as provided in Section 4.11 of the Deposit Agreement and
the
payment of the fees of the Depositary as provided in Section 5.9 of the Deposit
Agreement. In lieu of delivering Receipts for fractional American Depositary
Shares in any such case, the Depositary shall sell the amount of Shares
represented by the aggregate of such fractions and distribute the net proceeds,
all in the manner and subject to the conditions set forth in the Deposit
Agreement. If additional Receipts are not so distributed, each American
Depositary Share shall thenceforth also represent the additional Shares
distributed upon the Deposited Securities represented thereby.
In
the
event that the Depositary determines that any distribution in property
(including Shares and rights to subscribe therefor) is subject to any tax or
other governmental charge which the Depositary is obligated to withhold, the
Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts
and
in such manner as the Depositary deems necessary and practicable to pay any
such
taxes or charges and the Depositary shall distribute the net proceeds of any
such sale after deduction of such taxes or charges to the Owners of Receipts
entitled thereto.
13.
CONVERSION
OF FOREIGN CURRENCY.
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 Owners 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 Owners on account of exchange restrictions,
the
date of delivery of any Receipt or otherwise and shall be net of any expenses
of
conversion into Dollars incurred by the Depositary as provided in Section 5.9
of
the Deposit Agreement.
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 uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.
If
any
such conversion of foreign currency, in whole or in part, cannot be effected
for
distribution to some of the Owners entitled thereto, the Depositary may in
its
discretion make such conversion and distribution in Dollars to the extent
permissible to the Owners entitled thereto and may distribute the balance of
the
foreign currency received by the Depositary to, or hold such balance uninvested
and without liability for interest thereon for the respective accounts of,
the
Owners entitled thereto.
14.
RIGHTS.
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 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 any Owners or in disposing of
such rights on behalf of any Owners and making the net proceeds available to
such Owners or, if by the terms of such rights offering or for any other reason,
the Depositary may not either make such rights available to any Owners or
dispose of such rights and make the net proceeds available to such Owners,
then
the Depositary shall allow the rights to lapse. If at the time of the offering
of any rights the Depositary determines in its discretion that it is lawful
and
feasible to make such rights available to all Owners or to certain Owners but
not to other Owners, the Depositary may distribute, to any Owner to whom it
determines the distribution to be lawful and feasible, in proportion to the
number of American Depositary Shares held by such Owner, warrants or other
instruments therefor in such form as it deems appropriate.
If
the
Depositary has distributed warrants or other instruments for rights to all
or
certain Owners, then upon instruction from such an Owner pursuant to such
warrants or other instruments to the Depositary from such Owner to exercise
such
rights, upon payment by such Owner to the Depositary for the account of such
Owner of an amount equal to the purchase price of the Shares to be received
upon
the exercise of the rights, and upon payment of the fees of the Depositary
and
any other charges as set forth in such warrants or other instruments, the
Depositary shall, on behalf of such Owner, exercise the rights and purchase
the
Shares, and the Company shall cause the Shares so purchased to be delivered
to
the Depositary on behalf of such Owner. As agent for such Owner, the Depositary
will cause the Shares so purchased to be deposited pursuant to Section 2.2
of
the Deposit Agreement, and shall, pursuant to Section 2.3 of the Deposit
Agreement, execute and deliver Receipts to such Owner.
If
the
Depositary determines in its discretion that it is not lawful and feasible
to
make such rights available to all or certain Owners, it may sell the rights,
warrants or other instruments in proportion to the number of American Depositary
Shares held by the Owners to whom it has determined it may not lawfully or
feasibly make such rights available, and allocate the net proceeds of such
sales
(net of the fees and expenses of the Depositary as provided in the Deposit
Agreement and all taxes and governmental charges payable in connection with
such
rights and subject to the terms and conditions of the Deposit Agreement) for
the
account of such Owners otherwise entitled to such rights, warrants or other
instruments, upon an averaged or other practical basis without regard to any
distinctions among such Owners because of exchange restrictions or the date
of
delivery of any Receipt or otherwise.
The
Depositary will not offer rights to Owners unless both the rights and the
securities to which such rights relate are either exempt from registration
under
the Securities Act of 1933 with respect to a distribution to Owners or are
registered under the provisions of such Act. If an Owner of Receipts requests
distribution of warrants or other instruments, notwithstanding that there has
been no such registration under such Act, the Depositary shall not effect such
distribution unless it has received an opinion from recognized counsel in the
United States for the Company upon which the Depositary may rely that such
distribution to such Owner is exempt from such registration.
The
Depositary shall not be responsible for any failure to determine that it may
be
lawful or feasible to make such rights available to Owners in general or any
Owner in particular.
15.
RECORD
DATES.
Whenever
any cash dividend or other cash distribution shall become payable or any
distribution other than cash shall be made, or whenever rights shall be issued
with respect to the Deposited Securities, or whenever for any reason the
Depositary causes a change in the number of Shares that are represented by
each
American Depositary Share, or whenever the Depositary shall receive notice
of
any meeting of holders of Shares or other Deposited Securities, the Depositary
shall fix a record date (a) for the determination of the Owners of Receipts
who
shall be (i) entitled to receive such dividend, distribution or rights or the
net proceeds of the sale thereof or (ii) entitled to give instructions for
the
exercise of voting rights at any such meeting, or (b) on or after which each
American Depositary Share will represent the changed number of Shares, subject
to the provisions of the Deposit Agreement.
16.
VOTING
OF DEPOSITED SECURITIES.
Upon
receipt of notice of any meeting of holders of Shares or other Deposited
Securities, if requested in writing by the Company, the Depositary shall, as
soon as practicable thereafter, mail to the Owners of Receipts a notice, the
form of which notice shall be in the sole discretion of the Depositary, which
shall contain (a) such information as is contained in such notice of meeting,
(b) a statement that the Owners of Receipts as of the close of business on
a
specified record date will be entitled, subject to any applicable provision
of
English law and of the Articles of Association of the Company, to instruct
the
Depositary as to the exercise of the voting rights, pertaining to the amount
of
Shares or other Deposited Securities represented by their respective American
Depositary Shares and (c) a statement as to the manner in which such
instructions may be given. Upon the written request of an Owner of a Receipt
on
such record date, received on or before the date established by the Depositary
for such purpose (the "Instruction Date"), the Depositary shall endeavor,
insofar as practicable to vote or cause to be voted the amount of Shares or
other Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt in accordance with the instructions set forth in
such
request. The Depositary shall not vote or attempt to exercise the right to
vote
that attaches to the Shares or other Deposited Securities, other than in
accordance with such instructions.
There
can
be no assurance that Owners generally or any Owner in particular will receive
the notice described in the preceding paragraph sufficiently prior to the
Instruction Date to ensure that the Depositary will vote the Shares or Deposited
Securities in accordance with the provisions set forth in the preceding
paragraph.
17.
CHANGES
AFFECTING DEPOSITED SECURITIES.
In
circumstances where the provisions of Section 4.3 of the Deposit Agreement
do
not apply, upon any change in nominal value, change in par value, split-up,
consolidation or any other reclassification of Deposited Securities, or upon
any
recapitalization, reorganization, merger or consolidation, or sale of assets
affecting the Company or to which it is a party, any securities which shall
be
received by the Depositary or a Custodian in exchange for or in conversion
of or
in respect of Deposited Securities shall be treated as new Deposited Securities
under the Deposit Agreement, and American Depositary Shares shall thenceforth
represent 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, and shall if the Company shall so request,
execute and deliver additional Receipts as in the case of a dividend in Shares,
or call for the surrender of outstanding Receipts to be exchanged for new
Receipts specifically describing such new Deposited Securities.
18.
LIABILITY
OF THE COMPANY AND THE DEPOSITARY.
Neither
the Depositary nor the Company shall incur any liability to any Owner or holder
of any Receipt, if by reason of any provision of any present or future law,
rule
or regulation of the United States, United Kingdom or any other country, or
of
any governmental or regulatory authority or any securities exchange or market
or
automated quotation system, the provisions of or governing any Deposited
Securities, any present or future provision of the Company's charter, any act
of
God, war, terrorism or other circumstance beyond its control l, the Depositary
or the Company shall be prevented or forbidden from, or be subject to any civil
or criminal penalty on account of, doing or performing any act or thing which
by
the terms of the Deposit Agreement it is provided shall be done or performed;
nor shall the Depositary or the Company incur any liability to any Owner or
holder of a Receipt by reason of any non-performance or delay, caused as
aforesaid, in the performance of any act or thing which by the terms of the
Deposit Agreement it is provided shall or may be done or performed, or by reason
of any exercise of, or failure to exercise, any discretion provided for in
the
Deposit Agreement. Where, by the terms of a distribution pursuant to Sections
4.1, 4.2 or 4.3 of the Deposit Agreement, or an offering or distribution
pursuant to Section 4.4 of the Deposit Agreement, or for any other reason,
such
distribution or offering may not be made available to Owner of Receipts, and
the
Depositary may not dispose of such distribution or offering on behalf of such
Owners and make the net proceeds available to such Owners, then the Depositary
shall not make such distribution or offering, and shall allow any rights, if
applicable, to lapse. Neither the Company nor the Depositary assumes any
obligation or shall be subject to any liability under the Deposit Agreement
to
Owners or holders of Receipts, except that they agree to perform their
obligations specifically set forth in the Deposit Agreement without gross
negligence or wilfull misconduct. The Depositary shall not be subject to any
liability with respect to the validity or worth of the Deposited Securities.
Neither the Depositary nor the Company shall be under any obligation to appear
in, prosecute or defend any action, suit or other proceeding in respect of
any
Deposited Securities or in respect of the Receipts, which in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it against
all expense and liability shall 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
nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Owner or
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 liable
for any acts or omission made by a successor depositary whether in connection
with a previous act or omission of the Depositary or in connection with any
matter arising wholly after the removal or resignation of the Depositary,
provided that in connection with the issue out of which such potential liability
arises the Depositary performed its obligations without negligence or bad faith
while it acted as Depositary. 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 nonaction is in good faith. The Company agrees
to indemnify the Depositary, its directors, employees, agents and affiliates
and
any Custodian under certain circumstances against, and hold each of them
harmless from, any liability or expense (including, but Notwithstanding anything
to the contrary set forth in the Deposit Agreement or any Receipt, the
Depositary and its agents may fully respond to any and all demands or requests
for information maintained by or on its behalf in connection with the Deposit
Agreement, any Owner or holder, any Receipt or Receipts or otherwise related
hereto to the extent such information is requested or required by or pursuant
to
any lawful authority, including without limitation laws, rules, regulations,
administrative or judicial process, banking, securities or other regulators.
Neither the Company nor the Depositary nor any of their respective agents shall
be liable to Owners or beneficial owners of interests in American Depositary
Shares for any indirect, special, punitive or consequential damages. No
disclaimer of liability under the Securities Act of 1933 is intended by any
provision of the Deposit Agreement.
19.
RESIGNATION
AND REMOVAL OF THE DEPOSITARY.
The
Depositary may at any time resign as Depositary under the Deposit Agreement
by
written notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by written notice of such
removal, effective upon the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. Whenever
the Depositary in its discretion determines that it is in the best interest
of
the Owners of Receipts to do so, it may appoint substitute or additional
custodian or custodians.
20.
AMENDMENT.
The
form
of the Receipts and any provisions of the Deposit Agreement may at any time
and
from time to time be amended by agreement between the Company and the Depositary
in any respect which they may deem necessary or desirable. 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 Owners of Receipts, shall, however,
not become effective as to outstanding Receipts until the expiration of thirty
days after notice of such amendment shall have been given to the Owners of
outstanding Receipts. Every Owner of a Receipt at the time any 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 Owner
of any Receipt to surrender such Receipt and receive therefor the Deposited
Securities represented thereby, except in order to comply with mandatory
provisions of applicable law. Any amendments or supplements which (i) are
reasonably necessary (as agreed by the Issuer and the Depositary) in order
for
(a) the American Depositary Shares to be registered on Form F-6 under the
Securities Act of 1933 or (b) the American Depositary Shares or Shares to be
traded solely in electronic book-entry form and (ii) do not in either such
case
impose or increase any fees or charges to be borne by Owners, shall be deemed
not to prejudice any substantial rights of Owners. Notwithstanding the
foregoing, if any governmental body or regulatory body should adopt new laws,
rules or regulations which would require amendment or supplement of the Deposit
Agreement or the Receipts to ensure compliance therewith, the Issuer and the
Depositary may amend or supplement the Deposit Agreement and the Receipts at
any
time in accordance with such changed laws, rules or regulations. Such amendment
or supplement to the Deposit Agreement in such circumstances may become
effective before a notice of such amendment or supplement is given to Owners
or
within any other period of time as required for compliance.
21.
TERMINATION
OF DEPOSIT AGREEMENT.
The
Depositary shall at any time at the direction of the Company terminate the
Deposit Agreement by mailing notice of such termination to the Owners of all
Receipts then outstanding at least 60 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate the Deposit
Agreement by mailing notice of such termination to the Company and the Owners
of
all Receipts then outstanding 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 the Deposit Agreement. On and after
the
date of termination, the Owner of a Receipt will, upon (a) surrender of such
Receipt at the Principal Office of the Depositary, (b) payment of the fee of
the
Depositary for the surrender of Receipts referred to in Section 2.5 of the
Deposit Agreement and (c) payment of any applicable taxes or governmental
charges, be entitled to delivery, to him or upon his order, of the amount of
Deposited Securities represented by the American Depositary Shares evidenced
by
such Receipt. 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 Owners
thereof, and shall not give any further notices or perform any further acts
under the Deposit Agreement, except that the Depositary shall continue to
collect dividends and other distributions pertaining to Deposited Securities,
shall sell rights as provided in the Deposit Agreement, and shall continue
to
deliver Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights
or
other property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of the Deposit Agreement and any applicable taxes
or governmental charges). At any time after the expiration of six monthsr from
the date of termination, the Depositary may sell the Deposited Securities then
held under the Deposit Agreement and may thereafter hold uninvested the net
proceeds of any such sale, together with any other cash then held by it
thereunder, unsegregated and without liability for interest, for the pro rata
benefit of the Owners of Receipts which have not theretofore been surrendered,
such Owners thereupon becoming general creditors of the Depositary with respect
to such net proceeds. After making such sale, the Depositary shall be discharged
from all obligations under the Deposit Agreement, except to account for such
net
proceeds and other cash (after deducting, in each case, the fee of the
Depositary for the surrender of a Receipt, any expenses for the account of
the
Owner of such Receipt in accordance with the terms and conditions of the Deposit
Agreement, and any applicable taxes or governmental charges). Upon the
termination of the Deposit Agreement, the Company shall be discharged from
all
obligations under the Deposit Agreement except for its obligations to the
Depositary under Sections 5.8 and 5.9 of the Deposit Agreement.
22.
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.
23. DISCLOSURE
OF BENEFICIAL OWNERSHIP
To
the
extent that the provisions of or governing any Deposited Securities may require
disclosure of or impose limits on beneficial or other ownership of Deposited
Securities, other Shares and other securities and may provide for blocking
transfer, voting or other rights to enforce such disclosure or limits, Owners
and all persons holding Receipts agree to comply with all such disclosure
requirements and ownership limitations and to comply with any reasonable Company
instructions in respect thereof. The Company reserves the right to instruct
Owners to deliver their American Depositary Shares for cancellation and
withdrawal of the Deposited Securities so as to permit the Company to deal
directly with the Owner thereof as a holder of Shares and Owners agree to comply
with such instructions. The Depositary agrees to cooperate with the Company
in
its efforts to inform Owners of the Company's exercise of its rights under
this
paragraph and agrees to consult with, and provide reasonable assistance without
risk, liability or expense on the part of the Depositary, to the Company on
the
manner or manners in which it may enforce such rights with respect to any Owner.