424B3 1 memo424b3amvesca.txt THE BANK OF NEW YORK NEW YORKS FIRST BANK FOUNDED 1784 BY ALEXANDER HAMILTON 101 BARCLAY STREET, NEW YORK, N.Y. 10286 AMERICAN DEPOSITARY RECEIPTS December 8, 2005 SECURITIES & EXCHANGE COMMISSION 450 Fifth Street, NW Washington, DC 20549 Attn.: Document Control RE: American Depositary Shares evidenced by American Depositary Receipts, each representing two Ordinary Shares of AMVESCAP PLC (Form F6 File No. 3339558) Ladies and Gentlemen: Pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on behalf of The Bank of New York, as Depositary for securities against which American Depositary Receipts are to be issued, we attach a copy of the new prospectus ( Prospectus) reflecting the change in nominal value of AMVESCAP PLC ordinary shares from 25 Pence to 10 U.S. cents. Each American Depositary Share represents two ordinary shares. As required by Rule 424(e), the upper right hand corner of the Prospectus cover page has a reference to Rule 424(b)(3) and to the file number of the registration statement to which the Prospectus relates. Pursuant to Section III. B. of the General Instructions to the Form F6 Registration Statement, the Prospectus consists of the ADR certificate with revised nominal value of AMVESCAP PLC ordinary shares. The Prospectus has been revised to reflect the new nominal value from 25 Pence to 10 U.S. cents by addition of the following notation: EFFECTIVE DECEMBER 8, 2005, THE NOMINAL VALUE OF THE COMPANYS ORDINARY SHARES HAS CHANGED FROM 25 PENCE TO 10 U.S. CENTS Please contact me with any questions or comments at 212 8154244. Sandra Friedrich Assistant Vice President The Bank of New York ADR Division Encl. CC: Paul Dudek, Esq. (Office of International Corporate Finance) 6759341