Nkwe Platinum F-6 Registration for ADRs (foreign)

As Filed with the Securities and Exchange Commission on November 6, 2008 Registration No.                    

UNITED STATES
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

NKWE PLATINUM LIMITED

(Exact name of issuer of deposited securities as specified in its charter)

Not Applicable
(Translation of issuer’s name into English)

Bermuda
(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK MELLON
(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 Mellon
ADR Division
One Wall Street, 29^th Floor
New York, NY 10286
Telephone (212)-495-1784
(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
o immediately upon filing
o on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box.o

CALCULATION OF REGISTRATION FEE

Title of each class of	Amount	Proposed maximum	Proposed maximum	Amount of
Securities to be registered	to be registered	Aggregate price per unit (1)	aggregate offering price (1)	registration fee
American Depositary Shares, each American Depositary Share representing 5 ordinary shares of Nkwe Platinum Limited.	50 million American Depositary Shares	$0.05	$2,500,000	$98.25

(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 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.

TABLE OF CONTENTS

PART I
	Item 1. Description of the Securities to be Registered
	Item 2. Available Information
PART II
	Item 3. Exhibits
	Item 4. Undertakings
SIGNATURES
INDEX TO EXHIBITS
EX-99.A: FORM OF DEPOSIT AGREEMENT
EX-99.D: OPINION OF CLIFFORD CHANCE US LLP

     The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) 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

			Location in Form of
			American Depositary Receipt
	Item Number and Caption		Filed Herewith as Prospectus
(1)	Name and address of Depositary		Introductory Paragraph
(2)	Title of American Depositary Receipts and identity of deposited securities Terms of Deposit:		Face of American Depositary Receipt, top center
	(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

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			Location in Form of
			American Depositary Receipt
	Item Number and Caption		Filed Herewith as Prospectus
	(x)	Limitation upon the liability of the Depositary	Articles 13, 18 and 22
(3)	Fees and Charges		Article 7

Item 2.Available Information

		Location in Form of
		American Depositary Receipt
	Item Number and Caption	Filed Herewith as Prospectus
(a)	Information published by Nkwe Platinum Limited	Article 11

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.Exhibits

     (a) Form of Deposit Agreement (including the form of American Depositary Receipt), dated as of November     , 2008, among Nkwe Platinum Limited (the “Issuer”), The Bank of New York Mellon, as Depositary (the “Depositary”), and each Owner and Holder from time to time of American Depositary Shares (“ADSs”) issued thereunder.

     (d) Opinion of Clifford Chance US LLP, counsel for the Depositary, as to the legality of the securities being registered.

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 ADSs, 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) The Depositary hereby undertakes to notify each registered holder of an ADS at least thirty days before any change in the fee schedule.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, The Bank of New York Mellon, on behalf of the legal entity created by the Deposit Agreement for the issuance of American Depositary Shares, 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 November 6, 2008.

By:	THE BANK OF NEW YORK MELLON,
	as Depositary
By:	/s/ U. Marianne Erlandsen
	Name:	U. Marianne Erlandsen
	Title:	Managing Director

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Pursuant to the requirements of the Securities Act of 1933, Nkwe Platinum Limited has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the United Kingdom on November 6, 2008.

	NKWE PLATINUM LIMITED
By:	/s/ Peter Landau
	Name:	Peter Landau
	Title:	Executive Director

     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 November 6, 2008.

Name	Title
/s/ Maredi Mphahlele
Maredi Mphahlele	Managing Director (Principal Executive Officer)
/s/ Anton Weber
Anton Weber	Executive Director
/s/ Peter Landau
Peter Landau	Executive Director
/s/ Sharif Pandor
Sharif Pandor	Non-Executive Director
/s/ Anthony Eastman
Anthony Eastman	Financial Controller (Principal Accounting Officer/Principal Financial Officer)
/s/ u. Marianne Erlandsen
The Bank of New York Mellon Name: u. Marianne Erlandsen Title: Managing Director	Authorized Representative in the United States

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INDEX TO EXHIBITS

Exhibits
(a)	Form of Deposit Agreement, dated as of November     , 2008, among the Issuer, the Depositary and each Owner and holder from time to time of ADSs issued thereunder.
(d)	Opinion of Clifford Chance US LLP, counsel for the Depositary, as to the legality of the securities being registered.

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