| As filed with the Securities and Exchange Commission on September 17, 2018 | Registration No. 333- |
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
KIDMAN RESOURCES LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
Not Applicable
(Translation of issuer’s name into English)
Commonwealth of Australia
(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, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Depositary Management Corporation
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-4800
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Andrew Reilly Baker & McKenzie Tower One – International Towers Sydney Level 46, 100 Barangaroo Avenue Sydney NSW 2000 Australia + 61 2 8922 5436 | | Alan Kolod Moses & Singer LLP 405 Lexington Avenue New York, NY 10174 212-554-7800 |
| 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 : | ¨ |
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, each representing 4 ordinary shares no par value of Kidman Resources Limited | | 50,000,000 American Depositary Shares | | $ | 0.05 | | | $ | 2,500,000 | | | $ | 311.25 | |
| 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 of 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
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to this registration statement and is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Required Information | | Location in Form of Receipt Filed Herewith as Prospectus |
| | | | | |
| 1. | Name of depositary and address of its principal executive office | | Face of Receipt – introductory paragraph |
| | | | | |
| 2. | Title of Receipts and identity of deposited securities | | Face of Receipt – top center |
| | | | | |
| Terms of Deposit: | | |
| | | | | |
| | (i) | The amount of deposited securities represented by one American Depositary Share (“ADS”) | | Face of Receipt – upper right corner |
| | | | | |
| | (ii) | The procedure for voting the deposited securities | | Reverse of Receipt – Articles 14 and 15 |
| | | | | |
| | (iii) | The procedure for collecting and distributing dividends | | Reverse of Receipt – Articles 13 and 14 |
| | | | | |
| | (iv) | The procedures for transmitting notices, reports and proxy soliciting material | | Face of Receipt – Article 12; Reverse of Receipt – Articles 14 and 15 |
| | | | | |
| | (v) | The sale or exercise of rights | | Reverse of Receipt – Articles 13 and 14 |
| | | | | |
| | (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Face of Receipt – Articles 3, 6 and 9; Reverse of Receipt – Articles 13 and 16 |
| | | | | |
| | (vii) | Amendment, extension or termination of the deposit arrangements | | Reverse of Receipt – Articles 20 and 21 (no provision for extension) |
| | | | | |
| | (viii) | The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts | | Face of Receipt – Article 12 |
| | | | | |
| | (ix) | Restrictions upon the right to transfer or withdraw the underlying securities | | Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10 Reverse of Receipt – Article 22 |
| | | | | |
| | (x) | Limitation on the depositary’s liability | | Face of Receipt – Article 6 and 10; Reverse of Receipt – Articles 15, 16, 17 and 18 |
| | | | | |
| 3. | Fees and charges that a holder of Receipts may have to pay, either directly or indirectly | | Face of Receipt – Article 9 |
Item 2. AVAILABLE INFORMATION
As set forth in Paragraph (12) of the Form of Receipt constituting the prospectus included herein, Kidman Resources Limited (the “Company”) 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.kidmanresources.com.au) 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, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”). — Filed herewith as Exhibit (a). |
| | (b) | Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder 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 Moses & Singer LLP, counsel to the Depositary, as to the legality of the securities to be 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 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 ADR, 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) | If the amount of fees charged is 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 ADR thirty (30) days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 17, 2018.
| | Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares, no par value per share of Kidman Resources Limited. Deutsche Bank Trust Company Americas, as Depositary |
| | | | |
| | | | |
| | By: | /s/ Michael Fitzpatrick | |
| | | Name: | Michael Fitzpatrick | |
| | | Title: | Vice President | |
| | | | |
| | | | |
| | By: | /s/ Rohan Bridgett | |
| | | Name: | Rohan Bridgett | |
| | | Title: | Vice President | |
Pursuant to the requirements of the Securities Act of 1933, as amended, Kidman Resources Limited 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Melbourne, Australia, on September 17, 2018.
| | KIDMAN RESOURCES LIMITED | |
| | | | |
| | By: | /s/ Martin Donohue | |
| | | Name: | Martin Donohue | |
| | | Title: | Chief Executive Officer & Managing Director | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,that each person whose signature appears below constitutes and appoints each of Martin Donohue and Frederick Kotzee, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act 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 attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on September 17, 2018, in the capacities indicated.
| Signature | | Title |
| | | |
| /s/ John Pizzey | | |
| John Pizzey | | Chairman of the Board of Directors |
| | | |
| | | |
| /s/ Martin Donohue | | |
| Martin Donohue | | Chief Executive Officer & Managing Director |
| | | (principal executive officer) |
| | | |
| /s/ Brad Evans | | |
| Brad Evans | | Director |
| | | |
| | | |
| /s/ David Southam | | |
| David Southam | | Director |
| | | |
| | | |
| /s/ Aaron Colleran | | |
| Aaron Colleran | | Director |
| | | |
| | | |
| /s/ Frederick Kotzee | | |
| Frederick Kotzee | | Chief Financial Officer |
| | | (principal financial officer and principal accounting officer) |
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 of Kidman Resources Limited, has signed this registration statement in New York, New York, United States of America on September 17, 2018.
| | Depositary Management Corporation, as Authorized U.S. Representative |
| | | | |
| | | | |
| | By: | /s/ George Boychuk | |
| | | Name: | George Boychuk | |
| | | Title: | Managing Director | |
Index to Exhibits
| Exhibit | | Document |
| (a) | | Form of Deposit Agreement |
| (d) | | Opinion of Moses & Singer LLP, counsel to the Depositary |
