Prepared and filed by Bowne, London
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
20-F/A
(Amendment
No. 1)
(Mark One)
 |
|
REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b)
OR (g)
OF
THE SECURITIES EXCHANGE ACT OF 1934 |
OR
 |
|
ANNUAL
REPORT PURSUANT TO
SECTION
13
OR
15 (d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934 |
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|
For
the fiscal year ended December 31, 2006 |
OR
|
|
TRANSITION
REPORT PURSUANT
TO
SECTION
13
OR
15 (d)
OF
THE SECURITIES
EXCHANGE ACT OF 1934 |
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|
|
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|
For
the transition period from __________ to __________ |
Commission
file number 333-109672
HANSON
PLC
(successor
to Hanson Building Materials Limited)
(Exact
Name of Registrant as Specified in Its Charter)
n/a
(Translation of
Registrant’s name into English)
England
and Wales
(Jurisdiction
of incorporation or organization)
1
Grosvenor Place
London SW1X 7JH, England
(Address of principal executive offices)
Securities
registered or to be registered pursuant to Section 12(b) of the Act.
| Title
of each class |
|
Name
of each exchange on which registered |
| American
Depositary Shares |
|
The New
York Stock Exchange, Inc.
|
| Ordinary
Shares of £0.10 each |
|
The New
York Stock Exchange, Inc.* |
| 5.25% Notes
due 2013** |
|
The New
York Stock Exchange, Inc. |
| 6.125%
Notes due 2016 |
|
The New
York Stock Exchange, Inc. |
| * |
Listed,
not for trading, but only in connection with the registration of American
Depositary Shares, pursuant to the requirements of the Securities and Exchange
Commission. |
| ** |
Issued
by Hanson Australia Funding Limited, an indirect wholly owned subsidiary
of the Registrant, and guaranteed as to certain payments by the Registrant.
|
Securities
registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of
Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of
Class)
Indicate
the number of outstanding shares of each of the issuer's classes of capital
or common stock as of the close of the period covered by the annual report.
736,968,849
Ordinary Shares of £0.10 each were in issue.
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
| Yes |
|
No |
If
this report is an annual or transition report, indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Echange Act of 1934.
| Yes |
|
No |
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
| Yes |
|
No |
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer” and “large
accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):.
| Large Accelerated
Filer |
|
Accelerated
Filer |
|
Non-Accelerated
Filer |
Indicate by
check mark which financial statement item the registrant has elected to follow.
| Item
17 |
|
Item
18 |
If this is an
annual report, indicate by check mark whether the registrant is a Shell company
(as defined in Rule 12b-2 of the Exchange Act).
| Yes |
|
No |
Explanatory Note
This Annual Report on Form 20-F/A (“Form 20-F/A”) is being filed
by Hanson PLC (the “Registrant”) as Amendment No. 1 to the Registrant’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2006 (“Form
20-F”). This Form 20-F/A is filed solely for the purpose of correcting
a typographical error contained in Exhibit 14.1 (Consent of Independent Registered
Public Accounting Firm) to the Form 20-F. The date was incorrectly presented
as March 1, 2007 and should have been February 22, 2007.
The signed consent provided to us by Ernst & Young LLP
is dated February 22, 2007.
This Form 20-F/A does not, amend, update or restate the information in any
other item of the Form 20-F as originally filed on March 1, 2007, or reflect
any events that have occurred after the original filing of the Form 20-F.
EXHIBIT INDEX
| 1.1 |
Amended and Restated Memorandum
and Articles of Association of Hanson PLC (incorporated by reference
to Exhibit 1.1 to Hanson PLC’s Annual Report on Form 20-F for the
year ended December 31, 2005). |
| |
|
| 2.1 |
Deposit Agreement, dated as
of October 14, 2004, among Hanson PLC, Citibank, N.A. as depositary and
the holders from time to time of the ADRs issued thereunder (incorporated
by reference to Exhibit 1 to Hanson PLC’s Report on Form 6-K filed
on November 10, 2003). |
| |
|
| 2.2 |
Indenture dated as of September
27, 2000 among Old Hanson and The Bank of New York, as Trustee (incorporated
by reference to Exhibit 4.1 to Amendment No. 1 to Old Hanson’s
Registration Statement No. 333-12510 on Form F-3). |
| |
|
| 2.3 |
Indenture dated as of March
18, 2003 among Hanson Australia Funding Limited, Old Hanson and The Bank
of New York, as Trustee (incorporated by reference to Exhibit 4.2 to
Old Hanson’s Registration Statement No. 333-98517 on Form F-3). |
| |
|
| 2.4 |
First Supplemental Indenture
dated as of February 10, 2004 to the Indenture referred to in Exhibit
2.3 hereof, among Old Hanson, Hanson PLC and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 2.5 to Hanson PLC’s
Annual Report on Form 20-F for the year ended December 31, 2003). |
| |
|
| 2.5 |
Form of Indenture among Hanson
Finance America, Inc., Old Hanson and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.3 to Old Hanson’s Registration
Statement No. 333-98517 on Form F-3). |
| |
|
| 2.6 |
First Supplemental Indenture
dated as of February 10, 2004 to the Indenture referred to in Exhibit
2.5 hereof among Hanson Australia Funding Limited, Old Hanson, Hanson
PLC and The Bank of New York, as Trustee (incorporated by reference to
Exhibit 2.7 to Hanson PLC’s Annual Report on Form 20-F for the
year ended December 31, 2003). |
| |
|
| 2.7 |
Form of Indenture dated August
16, 2006 between Hanson PLC and The Bank of New York, as Trustee (incorporated
by reference to Exhibit 4.1 to Hanson PLC’s Registration Statement
No. 333-136396 on Form F-3). |
| |
|
| 2.8 |
Hanson hereby agrees to furnish
the Commission, upon its request, copies of any instruments that define
the rights of holders of long-term debt of Hanson and its subsidiaries
that are not filed as exhibits to the Annual Report and Form 20-F. |
| |
|
| 4.1 |
Form of Demerger Agreement,
between Old Hanson, Hanson Overseas Holdings Ltd. and Millennium (incorporated
by reference to Exhibit 10.7 to Millennium’s Registration Statement
on Form 10 (SEC File No. 1-12091)). |
| |
|
| 4.2 |
Form of Indemnification Agreement,
between Old Hanson and Millennium (incorporated by reference to Exhibit
10.8 to Millenium’s Registration Statement on Form 10 (SEC File
No. 1-12091)). |
| 4.3 |
Form of Tax Sharing and Indemnification
Agreement, between Old Hanson, Hanson Overseas Holdings Ltd. and Millenium
(incorporated by reference to Exhibit 10.9(b) to Millenium’s Registration
Statement on Form 10 (SEC File No. 1-12091)). |
| |
|
| 4.4 |
Form of Deed of Tax Covenant,
between Old Hanson, Hanson Overseas Holdings Ltd. and Millennium (incorporated
by reference to Exhibit 10.9(b) to Millenium’s Registration Statement
on Form 10 (SEC File No. 1-12091)). |
| |
|
| 4.5 |
Amendment to the Deed of Tax
Covenant, dated January 28, 1997 (incorporated by reference to Exhibit
3.1(e) to Old Hanson’s Annual Report on Form 20-F for the year
ended December 31, 1998). |
| |
|
| 4.6 |
Agreement, dated August 28,
1996 among Imperial, Old Hanson, J. Henry Schroder & Co. Ltd and
certain other parties (incorporated by reference to Exhibit 3.2(a) to
Old Hanson’s Annual Report on Form 20-F for the year ended December
31, 1997). |
| |
|
| 4.7 |
Deed, dated August 28, 1996
between Old Hanson and Imperial (incorporated by reference to Exhibit
3.2(b) to Old Hanson’s Annual Report on Form 20-F for the year
ended December 31, 1997). |
| |
|
| 4.8 |
Demerger Agreement dated August
28, 1996 between Old Hanson and Imperial (incorporated by reference to
Exhibit 3.2(c) to Old Hanson’s Annual Report on Form 20-F for the
year ended December 31, 1997). |
| |
|
| 4.9 |
Form of Demerger Agreement
between Old Hanson and The Energy Group (incorporated by reference to
Exhibit 3.2 to Energy’s Registration Statement on Form 20-F (SEC
File No. 1-14576)). |
| |
|
| 4.10 |
Form of Deed between Old Hanson
and Rollalong Ltd (incorporated by reference to Exhibit 3.3 to Energy’s
Registration Statement on Form 20-F (SEC File No. 1-14576)). |
| |
|
| 4.11 |
Form of Indemnification Agreement
between Old Hanson and the Energy Group (incorporated by reference to
Exhibit 3.4 to Energy’s Registration Statement on Form 20-F (SEC
File No. 1-14576)). |
| |
|
| 4.12 |
Form of Tax Sharing and Indemnification
Agreement among Old Hanson, Cavenham, The Energy Group and Gold Fields
American Corporation (incorporated by reference to Exhibit 3.5 to Energy’s
Registration Statement on Form 20-F (SEC File No. 1-14576)). |
| |
|
| 4.13 |
Form of Peabody Acquisition
Agreement among US Holdings, Inc., GFAC International Holdings Inc. (
GFAC ), Old Hanson and The Energy Group (incorporated by reference to
Exhibit 3.6 to Energy’s Registration Statement on Form 20-F (SEC
File No. 1-145476)). |
| |
|
| 8.1 |
Principal subsidiary undertakings
(incorporated by reference to list of principal subsidiary undertakings
on page 137 in the Annual Report and Form 20-F). |
| |
|
| 12.1 |
Certification
of Alan J. Murray filed pursuant to 17 CFR 240.13a-14(a).* |
| |
|
| 12.2 |
Certification
of Paviter S. Binning filed pursuant to 17 CFR 240.13a-14(a).* |
| |
|
| 13.1 |
Certification
of Alan J. Murray furnished pursuant to 17 CFR 240.13a-14(b) and 18
U.S.C.§1350.* |
| |
|
| 13.2 |
Certification
of Paviter S. Binning furnished pursuant to 17 CFR 240.13a-14(b) and
18 U.S.C. §1350.* |
| |
|
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* Filed on March 1, 2007 with
the original filing of the Form 20-F. |
SIGNATURES
The registrant hereby certifies that
it meets all of the requirements for filing on Form 20-F and that it has
duly caused and authorized the undersigned to sign this Amendment No. 1 to
its annual report for the fiscal year ended December 31, 2006 on its behalf.
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HANSON PLC |
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|
|
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By: |
/s/ Graham Dransfield |
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Name: |
Graham Dransfield |
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Title: |
Legal Director |
Date: March 6, 2007