As filed with the Securities and Exchange Commission on May 26, 1998
Registration No.333-7374
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REUTERS GROUP PLC
(Exact name of Registrant as Specified in its Charter)
ENGLAND AND WALES NONE
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
85 FLEET STREET
LONDON EC4P 4AJ, ENGLAND
(Address of Principal Executive Offices)
--------------------------------
NANCY C. GARDNER, ESQ.
CORPORATE COUNSEL
REUTERS AMERICA INC.
1700 BROADWAY
NEW YORK, NY 10019
(212) 603-3300
(Name, address and telephone number of agent for service)
Copy of communications to:
WILLIAM A. PLAPINGER, ESQ.
SULLIVAN & CROMWELL
ST. OLAVE'S HOUSE
9a IRONMONGER LANE
LONDON EC2V 8EY, ENGLAND
-------------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]___________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]_________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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EXPLANATORY NOTE
On August 4, 1997 Reuters Holdings PLC, an English company ("Reuters
Holdings"), filed with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form F-3 (Registration No. 333-7374) relating to
transfers or deliveries that may be made from time to time in the United States
or to US persons of Ordinary Shares of 2.5p each in the capital of Reuters
Holdings, which may be received in exchange for certain Exchangeable Bonds due
2004 issued by Daily Mail and General Trust PLC in June 1997.
This Post-Effective Amendment No. 1 to the registration statement (as
amended, the "Registration Statement") is being filed by Reuters Group PLC, an
English company (the "Registrant"), pursuant to Rule 414 under the Securities
Act of 1933, as amended (the "Securities Act"), as the successor issuer to
Reuters Holdings following a court-sanctioned capital reorganization,
consummated February 18, 1998, in which ordinary shares of 2.5p in Reuters
Holdings were exchanged for a combination of ordinary shares of 25p each in the
Registrant and cash. As a result, Reuters Holdings is now a subsidiary of the
Registrant. In all other respects, the business and assets of the Reuters group
of companies have not been affected.
In accordance with Rule 414(d) under the Securities Act, the Registrant, as
the successor to Reuters Holdings, hereby expressly adopts the Registration
Statement as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
The registration fees were paid at the time of the original filing of the
Registration Statement. Because no additional securities are being registered,
no further registration fee is required.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
. . .
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 310 of the Companies Act 1985 of Great Britain, as amended (the
"Companies Act"), provides:
"(1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or otherwise, for
exempting any officer of the company or any person (whether an officer or not)
employed by the company as auditor from, or indemnifying him against, any
liability which by virtue of any rule of law would otherwise attach to him in
respect of any negligence, default, breach of duty or breach of trust of which
he may be guilty in relation to the company.
"(2) Except as provided by the following subsection, any such provision is
void.
"(3) This section does not prevent a company -
(a) from purchasing and maintaining for any such officer or auditor
insurance against any such liability, or
(b) from indemnifying any such officer or auditor against any
liability incurred by him -
(i) in defending any proceedings (whether civil or criminal) in
which judgment is given in his favour or he is acquitted,
or
(ii) in connection with any application under section 144(3) or
(4) (acquisition of shares by innocent nominee) or section
727 (general power to grant relief in case of honest and
reasonable conduct) in which relief is granted to him by
the court."
Section 727 of the Companies Act provides:
"(1) If in any proceedings for negligence, default, breach of duty or breach
of trust against an officer of a company or a person employed by a company as an
auditor (whether he is or is not an officer of the company) it appears to the
court hearing the case that that officer or person is or may be liable in
respect of the negligence, default, breach of duty or breach of trust, but that
he has acted honestly and reasonably, and that, having regard to all the
circumstances of the case, including those connected with his appointment, he
ought fairly to be excused for the negligence, default, breach of duty or breach
of trust, that court may relieve him, either wholly or partly, from his
liability on such terms as the court may think fit.
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"(2) If any such officer or person aforesaid has reason to apprehend that
any claim will or might be made against him in respect of any negligence,
default, breach of duty or breach of trust, he may apply to the court for
relief; and the court on any such application shall have the power to relieve
him as under this section it would have had if it had been a court before which
proceedings against that person for negligence, default, breach of duty or
breach of trust had been brought.
"(3) Where any case to which subsection (1) of this section applies is being
tried by a judge with a jury, the judge, after hearing the evidence, may, if he
is satisfied that the defendant or defender ought in pursuance of that
subsection to be relieved either in whole or in part from the liability sought
to be enforced against him, withdraw the case in whole or in part from the jury
and forthwith direct judgment to be entered for the defendant or defender on
such terms as to costs or otherwise as the judge may think proper.
Regulation 155 of the Registrant's Articles of Association provides:
"Subject to the provisions of and so far as may be consistent with the
[Companies Act], every Director, Auditor, Secretary or other officer of the
[Registrant] shall be entitled to be indemnified by the [Registrant] out of its
own funds against all costs, charges, losses, expenses and liabilities incurred
by him in the actual or purported execution and/or discharge of his duties
and/or the exercise or purported exercise of his powers and/or otherwise in
relation to or in connection with his duties, powers or office including
(without prejudice to the generality of the foregoing) any liability incurred by
him in defending any proceedings, civil or criminal, which relate to anything
done or omitted or alleged to have been done or omitted by him as an officer or
employee of the [Registrant] and in which judgment is given in his favour (or
the proceedings are otherwise disposed of without finding or admission of any
material breach of duty on his part) or in which he is acquitted or in
connection with any application under any statute for relief from liability in
respect of any such act or omission in which relief is granted to him by the
Court.
Regulation 89(B) of the Registrant's Articles of Association provides:
"Without prejudice to the provisions of Regulation 155 the Directors shall
have power to purchase and maintain insurance for or for the benefit of any
persons who are or were at any time directors, officers or employees or auditors
of the [Registrant], or of any other company which is its parent undertaking or
in which the [Registrant] or such parent undertaking or any of the predecessors
of the [Registrant] or of such parent undertaking has any interest whether
direct or indirect or which is in any way allied to or associated with the
[Registrant], or of any subsidiary undertaking of the [Registrant] or of any
such other company, or who are or were at any time trustees of any pension fund
in which any employees of the [Registrant] or any such other company or
subsidiary undertaking are interested, including (without prejudice to the
generality of the foregoing) insurance
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against any liability incurred by such persons in respect of any act or omission
in the actual or purported execution and/or discharge of their duties and/or in
the exercise or purported exercise of their powers and/or otherwise in relation
to their duties, powers or offices in relation to the [Registrant] or any such
other company, subsidiary undertaking or pension fund.
ITEM 16. EXHIBITS
3. Memorandum and Articles of Association of the Registrant (filed as
Exhibit 2.1 to the 1997 Form 20-F and incorporated herein by
reference).
4. Deposit Agreement, dated February 18, 1998, among the Registrant,
Morgan Guaranty Trust Company of New York, as depositary, and all
holders from time to time of American Depositary Receipts issued
thereunder (filed as Exhibit 2.2 to the 1997 Form 20-F and
incorporated herein by reference).
5. Opinion of Clifford Chance
23.1. Consent of Clifford Chance (included in Exhibit 5)
24. Power of Attorney (included on signature page)
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereto) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent
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change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in London, England, on April 21, 1998.
REUTERS GROUP PLC
By: /s/ Robert O. Rowley
------------------------------------
Robert O. Rowley
Finance Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Robert O. Rowley such person's true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for
such person and in such person's name, place and stead, in any and all
capacities to sign any and all post-effective amendments to this Registration
Statement, and to file the same with all exhibits thereto, and the other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Peter J. D. Job
- ------------------------------ Chief Executive Officer April 21, 1998
Peter J. D. Job (Principal Executive Officer)
/s/ Robert O. Rowley
- ------------------------------- Finance Director April 21, 1998
Robert O. Rowley (Principal Financial Officer)
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/s/ Sir Christopher A. Hogg
- ------------------------------- Chairman; Director April 21, 1998
Sir Christopher A. Hogg
/s/ Robert P. Bauman
- ------------------------------- Director April 21, 1998
Robert P. Bauman
/s/ Sir John Craven
- ------------------------------- Director April 21, 1998
Sir John Craven
/s/ Michael P. Green
- ------------------------------- Director April 21, 1998
Michael P. Green
/s/ Jean-Claude Marchand
- ------------------------------- Director April 21, 1998
Jean-Claude Marchand
/s/ Roberto Mendoza
- ------------------------------- Director April 21, 1998
Roberto Mendoza
/s/ Richard L. Olver
- ------------------------------- Director April 21, 1998
Richard L. Olver
/s/ John M. C. Parcell
- ------------------------------- Director April 21, 1998
John M. C. Parcell
/s/ Charles J. F. Sinclair
- ------------------------------- Director April 21, 1998
Charles J. F. Sinclair
/s/ David G. Ure
- ------------------------------- Director April 21, 1998
David G. Ure
/s/ Andre-F. H. Villeneuve
- ------------------------------- Director April 21, 1998
Andre-F. H. Villeneuve
/s/ Sir David A. Walker
- ------------------------------- Director April 21, 1998
Sir David A. Walker
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/s/ Philip K. Wood
- ------------------------------- Deputy Finance Director April 21, 1998
Philip K. Wood (Principal Accounting Officer)
Authorized Representative
in the United States:
/s/ Nancy C. Gardner
- ------------------------------- April 21, 1998
Nancy C. Gardner
Corporate Counsel
Reuters America Inc.
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VS/R2386/17/AS 20 May 1998
0171-282-7018
Reuters Group PLC
85 Fleet Street
London
EC4P 4AJ
Dear Sirs,
REUTERS GROUP PLC (THE "COMPANY")
1. We have acted as English counsel to the Company and Reuters Holdings
Limited (formerly PLC) ("RH").
2. Terms defined in the Listing Particulars (as defined in paragraph 3(a)
below), unless otherwise defined herein, bear the same meaning in this
opinion.
3. For the purposes of this opinion, we have examined inter alia the
following:
(a) the document dated 18 December 1997 (the "LISTING PARTICULARS")
relating to a scheme of arrangement of RH pursuant to section 425 of
the Companies Act 1985 (the "ACT") (the "SCHEME") and comprising
listing particulars relating to the Company as required by the
listing rules made under section 142 of the Financial Services Act
1986;
(b) a copy of the memorandum and articles of association of the Company
as at 18 December 1997;
(c) a copy of the Articles of Association of the Company adopted
conditionally on 16 December 1997 pursuant to the Special Resolution
(as defined in paragraph 3(j) below);
(d) copies of the minutes of meetings of the Board of Directors of the
Company held on 23 October 1997, 2 December 1997, 11 December 1997
and 12 December 1997 and the written resolution of the sole
Director of the Company dated 14 November 1997;
(e) the consents of Instinet Corporation, Telfer Investments Australia
(Pty) Limited, The Reuters Holdings PLC Qualifying Employee Share
Ownership Trust and the Founders Share Company Limited to the Scheme
referred to in the Listing Particulars;
(f) a copy of the power of attorney dated 3 December 1997 given by Simon
Yencken, as shareholder of the Company, in favour of, inter alia,
Rosemary Martin;
(g) a copy of a written resolution of all the shareholders of the
Company dated 16 December 1997 (the "WRITTEN RESOLUTION");
(h) a copy of the notice of an extraordinary general meeting together
with consents to short notice (signed by all the shareholders) of
the Company dated 16 December 1997 relating to an extraordinary
general meeting called for 16 December 1997 at which the Special
Resolution was to be proposed (the "EXTRAORDINARY GENERAL MEETING");
(i) a copy of the written consents of the holders of the ordinary
shares of 25p each in the capital of the Company and of the holders
of the redeemable preference shares of (pound)1 each in the Company
each dated 16 December 1997 consenting to any variation of their
rights, resulting from the passing of the special resolution
referred to in paragraph 3(j) below;
(j) a special resolution of the Company increasing the share capital
of the Company, adopting new articles of association and giving the
requisite authority pursuant to the Act passed on 16 December 1997
subject to the approval of the resolution by the shareholders of RH
at the extraordinary general meeting of RH held in January 1998 (the
"SPECIAL RESOLUTION");
(k) a copy of the minutes of the Extraordinary General Meeting of the
Company at which the Special Resolution was passed;
(l) a copy of the Affidavit of Sir Christopher Hogg dated 20 January
1998 regarding the meeting of RH held on 19 January 1998;
(m) a copy of the Special Resolutions passed at the extraordinary
general meeting of RH held on 19 January 1998;
(n) a copy of the order of the High Court of Justice dated 16 February
1998 sanctioning the Scheme and the related reduction of capital of
RH;
(o) the certificate of registration of order and minute on reduction
of capital dated 18 February 1998 confirming the reduction of
capital of RH;
(p) the results of a company search carried out against the Company and
RH at Companies House, London on 7 May 1998 and the result of an
oral enquiry at
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the Central Registry of Winding-up Petitions, London on 7 May 1998
(the "SEARCHES"); and
(q) the Post-Effective Amendment No. 1 to the Form F-3 Registration
Statement (Registration no. 333-7374) under the Securities Act of
1933.
Except as mentioned above, we have not examined any other corporate
records, certificates, statements or other documents and have not made
any other enquiries or investigations concerning the Company in
connection with the giving of this opinion.
4. The opinions set out in this letter relate only to the laws of England
and Wales as in force at the date hereof and are based upon the following
assumptions:
(a) the genuineness of all signatures, the conformity to the originals
of all documents supplied to us as copies and the completeness and
authenticity of the originals of such documents;
(b) as regards the legality, validity and binding effect in England of
obligations, documents, matters or things referred to thereunder,
the same are not invalid or unenforceable under or by virtue of any
applicable laws outside England;
(c) the New Shares (as defined in the Listing Particulars) were not
issued in the United Kingdom and elsewhere otherwise than in
accordance with the provisions of the Listing Particulars;
(d) the due authorisation, execution and delivery, in accordance
with all applicable laws, of the power of attorney referred to in
paragraph 3(f) above by Simon Yencken and that that power of
attorney has not been revoked or superseded and remains in full
force and effect;
(e) proper notice of the Extraordinary General Meeting had been given;
(f) that the consents to short notice referred to in paragraph 3(h)
above had been given by the requisite majority of members entitled
to attend and vote at the Extraordinary General Meeting (which
appears from our examination of the documents to be the case);
(g) that the requisite quorum was present at the Extraordinary
General Meeting either by attendance in person or by proxy (which
appears from the minutes of the Extraordinary General Meeting to be
the case);
(h) that no procedural irregularity exists in relation to the
Extraordinary General Meeting;
(i) that the written consents referred to in paragraph 3(i) above were
validly given and not revoked;
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(j) that the Written Resolution has been duly and validly executed by
or on behalf of all of the existing shareholders of the Company
(which appears from our examination of the Written Resolution to be
the case);
(k) that the Special Resolution and the Written Resolution had not been
revoked or superseded and remained in full force and effect until
the New Shares were allotted;
(l) the copy of the memorandum and articles of association referred to
in paragraph 3(b) was true and complete until the adoption of the
articles of association referred to in paragraph 3(c) and that no
amendments had been made to such memorandum and articles of
association which were not incorporated in such copy prior to such
time;
(m) the copy of the articles of association referred to in paragraph
3(c) was true and complete up to the date of the issue of the New
Shares and that no amendments had been made to such articles of
association which were not incorporated in such copy prior to such
time;
(n) the copies of the Written Resolution, the Special Resolution and
the written consents referred to in paragraph 3(i) above are true
and complete;
(o) the resolutions of the board of directors of the Company referred
to in paragraph 3(d) above were duly passed at properly convened
meetings of duly appointed directors of the Company or, as the case
may be, were duly and validly executed by or on behalf of all the
directors of the Company (which appears from our examination of the
relevant minutes and written resolution to be the case) and have not
been amended or rescinded and are in full force and effect;
(p) the consents referred to in paragraph 3(e) were validly given and
have not been revoked and were in full force and effect at the time
the New Shares were allotted;
(q) the approval to the Special Resolution (referred to in paragraph
3(j) above) sought as part of a special resolution of RH was validly
obtained at the extraordinary general meeting of RH held on 19
January 1998;
(r) the Scheme was validly approved by the requisite majority of
shareholders at the Court Meeting and the extraordinary general
meeting of RH held on 19 January 1998; and
(s) the accuracy of the Searches.
We do not express any opinion herein as to, nor have we investigated for
the purposes of this opinion, the laws of any jurisdiction other than the
laws of England as they
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exist at the date hereof (including those of the European Community (save
to the extent incorporated into English law)).
This opinion is given on the basis that it will be governed by and
construed in accordance with English law and that any matters arising
from this opinion will be subject to the exclusive jurisdiction of the
English courts.
5. Based upon, and subject to, the foregoing and subject to the
qualifications set out below and to any matter not disclosed to us, it is
our opinion that, so far as the laws of England, as applied by the
English courts at the date of this opinion, are concerned:
(a) the Special Resolution of the Company passed on 16 December 1997 was
validly passed as a special resolution of the Company and provides
all necessary Companies Act 1985 authorisations to the allotment of
up to 1,884,432,504 ordinary shares of 25p each in the Company
(including shares to be allotted and issued pursuant to the Scheme);
and
(b) the ordinary shares of 25p each in the Company allotted pursuant to
the Scheme were validly and legally allotted and issued fully paid
and no further contributions in respect thereof will be required to
be made to the Company by the holders thereof by reason of their
being shareholders.
6. The opinions expressed above are subject to the following
qualifications:
(a) where it can be shown that the directors of a company were not
acting bona fide or considering the best interests of that company
when entering into transactions, such transactions could be set
aside. It is a question of fact relating to the nature of the
business and operations of the Company as to whether the directors
of the Company are acting bona fide and considering the best
interests of the Company and we do not express any opinion as to
whether the English courts would determine that the Company (as
appropriate) has in fact derived a benefit from those transactions;
(b) where any obligations of any person are to be performed in any
jurisdiction outside England, such obligations may not be
enforceable under English law to the extent that such performance
thereof would be illegal or contrary to public policy under the laws
of any such jurisdiction;
(c) as regards jurisdiction, an English court may stay proceedings if
concurrent proceedings are brought or are pending in another
jurisdiction or if action in another forum would be more convenient;
(d) the power of an English court to order specific performance of an
obligation or to order any other equitable remedy is discretionary
and, accordingly, an English court might make an award of damages
where specific performance of an obligation or any other equitable
remedy was sought; and
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(e) the register of members is evidence, subject to any rectification,
that the registered proprietors are the legal, as distinct from
beneficial, owner of the New Shares concerned. We express absolutely
no opinion as to beneficial ownership.
We express no opinion as to any agreement, instrument or other document
other than as specified in this letter.
This opinion is given at the date set out above and we express no opinion
as to the effect that any future event or any act of the Company may have
on the matters referred to herein.
This opinion is given to you solely for your benefit for the purposes of
the filing of your Post-Effective Amendment No. 1 to the Form F-3
Registration Statement (Registration no. 333-7374) with the United States
Securities and Exchange Commission and, except with our written consent
or as set out below, may not be relied upon by, or communicated to, any
other person or used for any other purpose nor is it to be quoted or made
public in any way.
We hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment No. 1 to the Form F-3 Registration Statement
(Registration no. 333-7374). In giving this consent, we do not admit that
we are within the category of persons whose consent is required within
section 7 of the US Securities Act of 1933 (as amended), or the rules and
regulations of the Securities and Exchange Commission thereunder.
Yours faithfully
/s/ Clifford Chance
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CLIFFORD CHANCE
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