As filed with the United States Securities and Exchange Commission on November 5, 2010
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
_______________________
TOKAI TOKYO FINANCIAL HOLDINGS, INC.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Japan
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, N.Y. 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
______________________
Tokai Tokyo Securities (USA), Inc.
330 Madison Avenue
New York, NY 10017
USA
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Francis Fitzherbert-Brockholes White & Case LLP 5 Old Broad Street London EC2N 1DW United Kingdom T: + 44 20 7532 1400 |
It is proposed that this filing become effective under Rule 466
[ ] immediately 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 aggregate 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 one (1) ordinary share of Tokai Tokyo Financial Holdings, Inc. | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $356.50 |
| 1 | For the purpose of this table only the term "unit" is defined as 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 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 thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
This registration statement may be executed in any number of counterparts, each which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
| Cross Reference Sheet |
| | |
| Item Number and Caption | Location in Form of Receipt Filed Herewith as Prospectus |
| | |
| 1. Name and address of depositary | Face of American Depositary
Receipt, introductory paragraph |
| | |
| 2. Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary
Receipt, top center and upper right corner |
| | |
| Terms of Deposit: | |
| | |
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of American Depositary Receipt, upper right corner |
| | |
| (ii) The procedure for voting, if any, the deposited securities | Article 15 |
| | |
| (iii) The procedure for collection and distribution of dividends | Articles 2, 4, 8, 9, 13 and 21 |
| | |
| (iv) The procedure for transmission of notices, reports and proxy soliciting material | Articles 12, 14, 15 and 21 |
| | |
| (v) The procedure for sale or exercise of rights | Articles 2, 6, 9, 13 and 21 |
| | |
| (vi) The procedure for deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles 3, 4, 6, 8, 9, 13 and 16 |
| | |
| (vii) The procedure for amendment, extension or termination of the deposit agreement | Articles 20 and 21 |
| | |
| (viii) The procedure for rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article 12 |
| | |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles 2, 4, 6, 8 and 22 |
| | |
| (x) Limitation upon the liability of the depositary | Article 10, 17 and 18 |
| | |
| 3. Fees and charges of holders | Article 9 |
Item - 2. Available Information
Tokai Tokyo Financial Holdings, Inc. publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended, on its Internet Web site (www.tokaitokyo-fh.jp) or through an electronic information delivery system generally available to the public in its primary trading market.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
| | (a) | Form of Deposit Agreement among Tokai Tokyo Financial Holdings, Inc. (the “Company”), Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (the “Deposit Agreement”), including the form of American Depositary Receipt. - Filed herewith as Exhibit (a). |
| | (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. - Not Applicable. |
| | (c) | 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 three years. - Not Applicable. |
| | (d) | Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities being registered. - Filed herewith as Exhibit (d). |
| | (e) | Certification under Rule 466. - Not Applicable. |
| | (f) | Powers of attorney for certain officers and directors of the Company. Set forth on the signature page hereto. |
| | (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 of the deposited securities which are both received by the Depositary as the holder of the deposited securities and made generally available to the holders of the underlying securities by the issuer. |
| | (b) | If the amounts of fees charged are 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 an American Depositary Receipt 30 days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas 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, New York, on November 4, 2010.
| | | Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts for ordinary shares of Tokai Tokyo Financial Holdings, Inc. |
| | | |
| | | DEUTSCHE BANK TRUST COMPANY AMERICAS, AS DEPOSITARY |
| | | |
| | | By: | /s/ Christopher Konopelko |
| | | Name: | Christopher Konopelko |
| | | Title: | Vice President |
| | | | |
| | | By: | /s/ James Kelly |
| | | Name: | James Kelly |
| | | Title: | Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Tokai Tokyo Financial Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tokyo, Japan, on November 4, 2010.
| | | TOKAI TOKYO FINANCIAL HOLDINGS, INC. |
| | | |
| | | |
| | | By: | /s/ Tateaki Ishida |
| | | Name: | Tateaki Ishida |
| | | Title: | President & CEO |
POWER OF ATTORNEY
We, the undersigned directors and officers of Tokai Tokyo Financial Holdings, Inc. hereby severally constitute and appoint Tadashi Kaneko, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this registration statement, and any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
/s/ Tateaki Ishida | |
President & CEO
| |
November 4, 2010
|
| Tateaki Ishida | | | | |
/s/ Tadashi Kaneko | |
Executive Vice President
| |
November 2, 2010
|
| Tadashi Kaneko | | | | |
/s/ Masaaki Takeda | |
Director & Senior Managing Executive Officer
| |
October 29, 2010
|
| Masaaki Takeda | | | | |
/s/ Ikuo Suzuki | |
Director
| |
October 28, 2010
|
| Ikuo Suzuki | | | | |
/s/ Masaru Kato | | Managing Executive Officer | | October 29, 2010 |
Masaru Kato | | | | |
Signature of Authorized Representative in the United States
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States for Tokai Tokyo Financial Holdings, Inc., has signed this registration statement and any amendment thereto in New York, on the 28th day of October, 2010.
| | | | |
| | | Name: | Masashi Yazaki |
| | | | Tokai Tokyo Securities (USA), Inc. |
| | | Title: | President |
| | INDEX TO EXHIBITS | |
| | | |
Exhibit Number | Exhibit | |
| | | |
| (a) | Form of Deposit Agreement. | |
| | | |
| (d) | Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities being registered. | |
