Official Federal Forms > Securities And Exchange Commission
Form F-6 Registration Statement For Depositary Shares Evidenced By American Depository Receipts (SEC2001) F-6 - Official Federal Forms
| Form F-6 Registration Statement For Depositary Shares Evidenced By American Depository Receipts (SEC2001) Form. This is a national form and can be used in Securities And Exchange Commission . |
|
||||||
 Get this form for FREE as a print-only pdf |
|||||||
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0292 Expires: December 31, 2014 Estimated average burden hours per response. . . . . . 1 FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS (Exact name of issuer of deposited securities as specified in its charter) (Translation of issuer's name into English) (Jurisdiction of incorporation or organization of issuer) (Exact name of depositary as specified in its charter) (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) (Address, including zip code, and telephone number, including area code, of agent for service) It is proposed that this filing become effective under Rule 466 (check appropriate box) immediately upon filing on ( Date ) at ( Time ). If a separate registration statement has been filed to register the deposited shares. Check the following box. Calculation of Registration Fee Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Price Per Unit Proposed Maximum Aggregate Offering Price Amount to be Registered Amount of Registration Fee Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2001 (10-08) American LegalNet, Inc. www.FormsWorkFlow.com GENERAL INSTRUCTIONS I. Eligibility Requirements for Use of Form F-6. A. General. Form F-6 may be used for the registration under the Securities Act of 1933 (the "Securities Act") of Depositary Shares evidenced by American Depositary Receipts ("ADRs") issued by a depositary against the deposit of the securities of a foreign issuer (regardless of the physical location of the certificates) if the following conditions are met: (1) The holder of the ADRs is entitled to withdraw the deposited securities at any time subject only to (i) temporary delays caused by closing transfer books of the depositary or the issuer of the deposited securities or the deposit of shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities; The deposited securities are offered or sold in transactions registered under the Securities Act or in transactions that would be exempt therefrom if made in the United States; and As of the filing date of this registration statement, the issuer of the deposited securities is reporting pursuant to the periodic reporting requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the deposited securities are exempt therefrom by Rule 12g3-2(b) (§240. l2g3-2(b) of this chapter) unless the issuer of the deposited securities concurrently files a registration statement on another form for the deposited securities. (2) (3) B. Registration of Deposited Securities. Form F-6 is available for registration of the Depositary Shares only. The registration of the deposited securities, if necessary, shall be on any other form the registrant is eligible to use. Alternatively, Depositary Shares may also be registered on any form used to register the deposited securities if such registration statement also conforms to the requirements of Parts I and II of Form F-6 and either the depositary or the legal entity created by the agreement for the issuance of ADRs signs the registration statement with respect to the disclosure and undertakings made in response to such requirements. The amount of fees charged need not be disclosed in the prospectus if the depositary makes and follows the undertakings in Item 4(c) and if the prospectus lists the various services for which fees may be charged, states that such fees may differ from those other depositaries charge, states that the fee schedule is available without charge from the depositary, and states that each registered holder of an ADR will receive thirty days notice of a change in the fee schedule. II. Amount of Securities; Filing Fee An ADR evidences one or more Depositary Shares, as defined in Rule 405 (§230.405 of this chapter). The registration statement relates to Depositary Shares, not the number of physical certificates issued. For example, if an ADR is issued against a Depositary Share, which equals two common shares in a foreign issuer, the registration of 100,000 Depositary Shares represents 200,000 common shares. If the depositary issues a certificate for 10,000 Depositary Shares and another for 15,000 Depositary Shares, then 75,000 (100,000 minus 25,000) Depositary Shares (not 99,998) remain available for distribution under the registration statement. Rule 457(k) (§230.457(k) of this chapter) describes the method of computing the filing fee. III. Application of General Rules and Regulations A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly Regulation C (§230.400 et seq. of this chapter). That Regulation contains general requirements regarding the preparation and filing of registration statements. 2 American LegalNet, Inc. www.FormsWorkFlow.com B. The prospectus may consist of the ADR certificate if it includes the information required in Part I of this Form. Such prospectus need not conform to the requirements of Rule 420 (§240.420 of this chapter) except that the type shall be roman type at least as large as 5½-point modern type. You must file the Form F-6 registration statement in electronic format via the Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part 232). For assistance with technical questions about EDGAR or to request an access code, call the EDGAR Filer Support Office at (202) 942-8900. For assistance with the EDGAR rules, call the Office of EDGAR and Information Analysis at (202) 942-2940. If filing the registration statement in paper under a hardship exemption in Rule 201 or 202 of Regulation S-T (17 CFR 232.201 or 232.202), or as otherwise permitted, you must file the number of copies of the registration statement and of each amendment required by Securities Act Rules 402 and 472 (17 CFR 230.402 and 230.472), except that you need only file three additional copies instead of the ten referred to in Rule 4
|
|||||||
