As Filed with the Securities and Exchange Commission on April 18, 2005. Registration No. 333-104570
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
AFLEASE GOLD AND URANIUM RESOURCES LIMITED
(formerly known as The Afrikander Lease Limited)
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
Republic of South Africa
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
Telephone (212) 815-2129
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to::
Peter B. Tisne, Esp.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
Telephone (212) 238-3010
It is proposed that this filing become effective under Rule 466
[ ]immediately upon filing
[ ] on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box. [ ]
EMM-778855_2
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
(1) Name and address of Depositary | Introductory Paragraph |
(2) Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt - upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Paragraphs (15) and (16) |
(iii) The collection and distribution of dividends | Paragraphs (12), (14) and (15) |
(iv) The transmission of notices, reports and proxy soliciting material | Paragraphs (11), (15) and (16) |
(v) The sale or exercise of rights | Paragraph (13) |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (12) and (17) |
(vii) Amendment, extension or termination of the Deposit Agreement | Paragraphs (20) and (21) |
(viii) Rights of holders of receipts to inspect the transfer books of the Depositary and the list of holders of receipts | Paragraph (11) |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (2), (3), (4), (5), (6) and (8) |
(x) Limitation upon the liability of the Depositary | Paragraphs (13) and (18) |
(3) Fees and Charges | Paragraph (7) |
Item 2. Available Information
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
2(a) Statement that Aflease Gold and Uranium Resources Limited furnishes the Commission with certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934 and that such reports and documents can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. | Paragraph (11) |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(1) Form of Amended and Restated Deposit Agreement (including the form of American Depositary Receipt), dated as of _________, 2005, among Aflease Gold and Uranium Resources Limited (the "Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each Owner and Beneficial Owner from time to time of American Depositary Receipts ("ADRs") issued thereunder. – Filed herewith as Exhibit 1.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered. – Filed Previously.
(5) Certification under Rule 466. – Not applicable.
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 ADRs, any reports and communications received from the Issuer 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) The Depositary hereby undertakes to notify each registered holder of an ADR at least thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of New York, on behalf of the legal entity created by the Deposit Agreement, among Aflease Gold and Uranium Resources Limited, The Bank of New York, as Depositary, and each Owner and Beneficial Owner of an American Depositary Receipt issued thereunder certifies that it has reasonable grounds to believe that all 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 April 15, 2005.
By: THE BANK OF NEW YORK,
as Depositary
By:
/s/ Andrew J. Zelter
Name: Andrew J. Zelter
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Aflease Gold and Uranium Resources Limited has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in South Africa on April 15, 2005.
THE AFRIKANDER LEASE LIMITED
By:
/s/ Thuthukile Skweyiya
Name: Thuthukile Skweyiya
Title: Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by or on behalf of the following persons in the capacities indicated on April 15, 2005.
Name
Title
/s/ Thuthukile Skweyiya
Chairman
Thuthukile Skweyiya
/s/ Neal Froneman
Chief Executive Officer
Neal Froneman
/s/ Jean Nortier
Chief Financial Officer
Jean Nortier
/s/ Kenneth Bruce Kemp Jones
Technical Director
Kenneth Bruce Kemp Jones
/s/ Ferdinand Lips
Non Executive Director
Ferdinand Lips
/s/ Ncwana Lunga
Non Executive Director
Ncwana Lunga
/s/ John MacKenzie Sibley
Non Executive Director
John MacKenzie Sibley
/s/ Yoshimura Kazunori
Non Executive Director
Yoshimura Kazunori
/s/ Kenneth Victor Dicks
Non Executive Director
Kenneth Victor Dicks
THE BANK OF NEW YORK
Authorized Representative in the United States
By:/s/ Andrew J. Zelter
Andrew J. Zelter
Managing Director
INDEX TO EXHIBITS
ExhibitNumber | ||
(1) | Form of Amended and Restated Deposit Agreement (including the form of American Depositary Receipt), dated as of _________, 2005, among Aflease Gold and Uranium Resources Limited (the "Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each Owner and Beneficial Owner from time to time of American Depositary Receipts ("ADRs") issued thereunder. | |
