As Filed with the Securities and Exchange Commission on July 2, 2003. Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
PETER HAMBRO MINING PLC
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
ENGLAND AND WALES
(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)
____________________
CT Corporation System
111 Eighth Avenue
New York, NY 10011
Telephone (212) 894 8490
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Timothy F. Keaney The Bank of New York 101 Barclay Street, 22nd Floor, New York, NY 10286 Telephone (212) 815-2129 | David Stone Vinson & Elkins R.L.L.P. CityPoint, 33rd Floor, One Ropemaker Street London EC2Y 9UE Telephone: +44 (0)20 7065 6042 |
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.
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum Aggregate price per unit (1) | Proposed maximum aggregate offering price (1) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share evidencing two ordinary shares of Peter Hambro Mining Plc | 10,000,000 American Depositary Shares | $.05 | $500,000 | $40.45 |
(1)
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 American Depositary Receipts evidencing American Depositary Shares.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective, on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit (1) to this Registration Statement, which is incorporated herein by reference.
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 | Articles (15) and (16) |
(iii) The collection and distribution of dividends | Articles (12), (14) and (15) |
(iv) The transmission of notices, reports and proxy soliciting material | Articles (11), (15) and (16) |
(v) The sale or exercise of rights | Article (13) |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles (12) and (17) |
(vii) Amendment, extension or termination of the Deposit Agreement | Articles (20) and (21) |
(viii) Rights of holders of receipts to inspect the transfer books of the Depositary and the list of holders of receipts | Article (11) |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles (2), (3), (4), (5), (6) and (8) |
(x) Limitation upon the liability of the Depositary | Articles (13) and (18) |
(3) Fees and Charges | Article (7) |
Item 2. Available Information
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
2(a) Statement that Peter Hambro Mining Plc 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. | Article (11) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(1) Form of Deposit Agreement (including the form of American Depositary Receipt), dated as of [Date], among Peter Hambro Mining Plc (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. – Attached herewith as Exhibit (1).
(2) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Form of letter from the Depositary to the Issuer relating to Pre-Release of American Depositary Receipts. – Attached herewith as Exhibit (2).
(3) Every 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 3 years. – Not applicable.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered. – Attached herewith as Exhibit (4).
(5) Certification under Rule 466. – Not applicable.
(6) Power of Attorney. – Included as part of the signature pages hereto.
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 American Depositary Receipts, 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 American Depositary Receipts 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, dated as of [Date], among Peter Hambro Mining Plc, 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 July 2, 2003.
By: THE BANK OF NEW YORK,
as Depositary
By:
\s\ Vincent J. Cahill, Jr.
Name: Vincent J. Cahill, Jr.
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Peter Hambro Mining Plc has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the United Kingdom on July 2, 2003, 2003.
PETER HAMBRO MINING PLC
By:
/s/ George Jay Hambro
Name: George Jay Hambro
Title: Executive Director
Each of the undersigned hereby constitutes and appoints George Jay Hambrohis true and lawful attorney-in-fact, with power of substitution, in his name, place and stead, in any and all capacities, to sign any or all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 July 2, 2003.
Name
Title
/s/ Peter Charles Percival Hambro
Chairman
Peter Charles Percival Hambro
(Principal Executive Officer)
/s/ Philip William Leatham
Finance Director
Philip William Leatham
(Principal Financial Officer)
(Principal Accounting Officer)
/s/ Pavel Alexeivich Maslovsky
Vice Chairman and Director
Pavel Alexeivich Maslovsky
/s/ George Jay Hambro
Executive Director
George Jay Hambro
/s/ Sir Rudolph Ion Joseph Agnew
Director
Sir Rudolph Ion Joseph Agnew
/s/ Alexei Pavlovich Maslovsky
Director
Alexei Pavlovich Maslovsky
/s/ Donald Puglisi
Authorized Representative in the United States
Donald Puglisi
Managing Director
Puglisi & Associates
INDEX TO EXHIBITS
ExhibitNumber | ||
(1) | Form of Deposit Agreement (including the form of American Depositary Receipt), dated as of [Date], among the Issuer, the Depositary and each Owner and Beneficial Owner from time to time of American Depositary Receipts issued thereunder. | |
(2) | Form of letter from the Depositary to the Issuer relating to Pre-Release of American Depositary Receipts. | |
(4) | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered. |
