F-1MEF: A new registration statement filed under Rule 462(b) to add securities to a prior related effective registration statement filed on Form F-1
Published on July 26, 2018
As filed with the Securities and Exchange Commission on July 26, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________________________
Endava plc
(Exact name of registrant as specified in its charter)
______________________________________________________
England and Wales |
7371 |
Not applicable |
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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125 Old Broad Street
London EC2N 1AR
United Kingdom
+44 20 7367 1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
______________________________________________________
Endava Inc.
441 Lexington Avenue, Suite 702
New York, NY 10017
(212) 920-7240
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
______________________________________________________
|
Nicole Brookshire
Darren DeStefano
Richard Segal
Cooley LLP
500 Boylston Street, 14th Floor
Boston, MA 02116
(617) 937-2300
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Ed Lukins
Ed Dyson
Cooley (UK) LLP Dashwood
69 Old Broad Street
London EC2M 1QS
United Kingdom +44 20 7785 9355
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Alan Denenberg
Reuven Young
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
(650) 757-2000
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______________________________________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
______________________________________________________
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, check the following box. ¨
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. ý (File No. 333-226010)
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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. ý
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
______________________________________________________
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(2)
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Proposed
Maximum
Offering Price
Per Share(3)(4)
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Proposed
Maximum
Aggregate
Offering Price(4)
|
Amount of Registration Fee(4) |
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Class A ordinary shares, nominal value £0.02 per ordinary share(1) |
851,000 |
$20.00 |
$17,020,000 |
$2,119 |
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(1) |
These Class A ordinary shares are represented by American Depositary Shares, or ADSs, each of which represents one Class A ordinary share of the registrant. ADSs issuable upon deposit of the Class A ordinary shares registered hereby are being registered pursuant to a separate registration statement on Form F-6 (File No. 333-226021), including any amendments thereto. |
(2) |
The registrant previously registered 6,440,000 Class A ordinary shares represented by ADSs at an aggregate offering price not to exceed $122,360,000 on a Registration Statement on Form F-1, as amended (File No. 333-226010), which was declared effective on July 26, 2018 (the “Initial Registration Statement”). In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), an additional 851,000 Class A ordinary shares represented by ADSs are hereby registered, including 127,650 Class A ordinary shares represented by ADSs issuable upon exercise of the underwriters’ option to purchase additional ADSs. |
(3) |
Based on the public offering price of $20.00 per ADS. |
(4) |
The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously paid a filing fee of $15,234 in connection with the filing of the Initial Registration Statement. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the Initial Registration Statement is hereby registered, which includes Class A ordinary shares represented by ADSs issuable upon exercise of the underwriters’ option to purchase additional ADSs and does not include the securities that the registrant previously registered on the Initial Registration Statement. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement (the “Registration Statement”) is being filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of Class A ordinary shares, nominal value £0.02 per ordinary share (the “Ordinary Shares”), represented by American Depositary Shares (“ADSs”), of Endava plc (the “Registrant”) contemplated by the Registration Statement on Form- F-1 (File No. 333-226010), initially filed with the Commission by the Registrant on June 29, 2018 (as amended, the “Initial Registration Statement”), and is being filed for the sole purpose of registering an additional 851,000 Ordinary Shares in the form of ADSs, including 127,650 Ordinary Shares in the form of ADSs that the underwriters have the option to purchase. Each ADS represents one Ordinary Share. The contents of the Initial Registration Statement, which was declared effective by the Commission on July 26, 2018, including the exhibits thereto, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
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Exhibit
Number
|
Description |
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5.1 |
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23.1 |
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23.2 |
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23.3 |
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24.1 |
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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-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on the 26th day of July, 2018.
ENDAVA PLC | |
By: |
/s/ John Cotterell |
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John Cotterell
Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date |
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/s/ John Cotterell |
Chief Executive Officer and Director
(Principal Executive Officer)
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July 26, 2018 |
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John Cotterell |
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/s/ Mark Thurston |
Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)
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July 26, 2018 |
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Mark Thurston |
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* |
Director |
July 26, 2018 |
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Andrew Allan |
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* |
Director |
July 26, 2018 |
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Ben Druskin |
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* |
Director |
July 26, 2018 |
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Mike Kinton |
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* |
Director |
July 26, 2018 |
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David Pattillo |
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* |
Chairman of the Board of Directors |
July 26, 2018 |
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Trevor Smith |
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Endava Inc. | |||||
By: |
/s/ Simon Whittington |
Authorized U.S. Representative |
July 26, 2018 |
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Name: Simon Whittington |
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Title: Managing Director |
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By: |
/s/ John Cotterell |
July 26, 2018 |
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John Cotterell |
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Attorney-in-fact |
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