- Securities Registration (ADS, immediate) (F-6EF)
19 Février 2009 - 8:37PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
F-6
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
For
American Deposita
ry
Shares Evidenced by America
n Depositary Receipts
Futuris
Corporation Limited
(Exact name of Issuer of deposited
securities as specified in its charter)
Australia
(Jurisdiction
of
Incorporation or organizat
ion of Issuer)
DEUTSCHE
BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified
in its charter)
60 Wall
Street, New York, New York 10005
Tel. No.:
(212) 250-9100
(Address,
including zip cod
e,
and telephone number of dep
ositary's principal offices)
DEUTSCHE
BANK TRUST COMPANY AMERICAS
60 Wall
Street
(212)
250-9100
(Address,
including z
ip code,
and telephone number
of agent for service)
Copy to:
DEUTSCHE
BANK TRUST COMPANY AMERICAS
60 Wall
Street
It is
proposed that this filing become effective under Rule 466
x
immediately
o
upon
filing on [date] at [time]
If a
separate registration statement has been filed to register the deposited shares,
check the following box.
o
CALCULATION OF REGISTRATION
FEE
|
Title
of Each Class of
Securities
to be Registered
|
Amount
to
be
Registered
|
Proposed
Maximum
Offering
Price
Per Unit (1)
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
Amount
of
Registration
Fee
|
|
|
|
|
|
|
|
American
Depositary Shares evidenced by
American
Depositary Receipts, each American
Depositary
Share representing ten ordinary
shares
of Futuris Corporation Limited
|
50,000,000
|
$0.05
|
$2,500,000
|
$98.25
|
(1)Each
unit represents one American Depositary Share.
(2)Estimated
solely for the purpose of calculating the registration fee. Pursuant
to Rule 457(k), such estimate is computed on the basis of the maximum aggregate
fees or charges to be imposed in connection with the issuance of such Receipts
evidencing such American Depositary Shares.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
|
Item Number and
Caption
|
|
Location
in Form of American Depositary
Receipt Filed Herewith
as Prospectus
|
|
|
|
|
|
|
(1)
|
Name
and address of Depositary
|
|
|
|
(2)
|
Title
of American Depositary Receipts and identity of deposited
securities
|
|
Face
of American Depositary Receipt, top center
|
|
|
|
|
|
|
Terms
of Deposit:
|
|
|
|
(i)
|
Amount
of deposited securities represented by one unit of American Depositary
Shares
|
|
Face
of American Depositary Receipt, upper right
corner
|
|
(ii)
|
Procedure
for voting, if any, the deposited securities
|
|
|
|
(iii)
|
Collection
and distribution of dividends
|
|
|
|
(iv)
|
Transmission
of notices, reports and proxy soliciting material
|
|
|
|
(v)
|
Sale
or exercise of rights
|
|
|
|
(vi)
|
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
|
|
|
|
(vii)
|
Amendment,
extension or termination of the Deposit Agreement
|
|
|
|
(viii)
|
Rights
of holders of receipts to inspect the transfer books of the Depositary and
the list of Holders of receipts
|
|
|
|
(ix)
|
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
|
Articles
(1), (2), (4), (6), (15), (16) and (17)
|
|
(x)
|
Limitation
upon the liability of the Depositary
|
|
Introductory
paragraph and Articles (1), (2), (4), (7), (16) and
(17)
|
|
(3)
|
|
|
|
Item
2. AVAILABLE INFORMATION
|
|
|
Location
in Form of American Depositary
Receipt Filed Herewith
as Prospectus
|
(a) Statement
that as of the date of the establishment of the program for
issuance of Receipts by the Depositary, the Depositary had a good faith
belief (after limited investigation), that the issuer of the Deposited
Securities publishes information in English required to maintain the
exemption from registration under Rule 12g3-2(b) under the Securities
Exchange Act of 1934 on its Internet Web site (with the location of such
Internet Web site) or through an electronic information delivery system
generally available to the public in its primary trading
market
|
|
|
|
|
|
|
THIS PAGE
AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS
EXHIBIT
(A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY
RECEIPTS,
IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE
SECURITIES
AND EXCHANGE COMMISSION
INFORMATION
NOT REQUIRED IN PROSPECTUS
(a) Copy
of Agreement - The Agreement between Deutsche Bank Trust Company Americas, as
depositary (the "Depositary"), and all holders from time to time of American
Depositary Receipts evidencing American Depositary Shares registered hereunder
is contained in the form of the American Depositary Receipt itself, constituting
the Prospectus filed as a part of this Registration
Statement.
(b) Any
other agreement, to which the Depositary is a party, relating to the issuance of
the Depositary Shares registered hereby or custody of the deposited securities
represented thereby. - None.
(c) Any
material contract relating to the deposited securities between the Depositary
and the issuer of the deposited securities in effect at any time within the last
three years. - None.
(d) Opinion
of counsel to the Depositary as to the legality of the securities to be
registered.
(e) Certification
under Rule 466.
Item
4. UNDERTAKINGS
(a)
The
Depositary hereby undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of the Receipts, any
reports and communications received from the issuer of the deposited securities
which are both (1) received by the Depositary as the holder of the deposited
securities; and (2) made generally available to the holders of the underlying
securities by the issuer.
(b)
If the amount
of fees charged is not disclosed in the prospectus, the Depositary undertakes to
prepare a separate document stating the amount of any fee charged and describing
the service for which it is charged and to deliver promptly a copy of such fee
schedule without charge to anyone upon request. The Depositary
undertakes to notify each registered holder of a Receipt thirty days before any
change in the fee schedule.
Pursuant
to the requirements of the Securities Act of 1933, as amended, Deutsche Bank
Trust Company Americas, on behalf of the legal entity created by the agreement
for the issuance of American Depositary Shares, certifies that it has reasonable
grounds to believe that all of the requirements for filing on Form F-6 are met
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on February 19, 2009.
Legal
entity created by the agreement for the
issuance
of American Depositary Receipts evidencing
American
Depositary Shares for shares of the foreign
private
issuer whose name is set forth on the facing page
of this
Registration Statement on Form F-6
By:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, Depositary
By:
/s/James
Kelly
Name: James
Kelly
Title: Vice
President
By:
/s/Chris
Konopelko
Name: Chris
Konopelko
Title: Vice
President
|
|
|
|
|
|
Opinion
of counsel to the Depositary as to the legality of the securities to be
registered.
|
|
|
(e)
|
Rule
466 Certification
|
|
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