| As filed with the Securities and Exchange Commission on October 6, 2014 | 333-163130 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
Sanlam Limited
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
South Africa
(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, 44th Floor
New York, NY 10022
(212) 319-4800
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
It is proposed that this filing become effective under Rule 466
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* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two ordinary shares of Sanlam Limited | n/a | n/a | n/a | n/a |
| * | Each unit represents one American Depositary Share. |
| ** | 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 receipts evidencing American Depositary Shares. |
This Post-Effective Amendment to Registration Statement on Form F-6 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
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Amendment to Deposit Agreement filed as Exhibit (a) (2) to this Post-Effective Amendment to Registration Statement on Form F-6 and incorporated herein by reference.
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
CROSS REFERENCE SHEET
| Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus | |||
| 1. | Name of depositary and address of its principal executive office | Face of Receipt, Introductory article and bottom center | ||
| 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 | Face of Receipt, Upper right corner | ||
| (ii) | The procedure for voting, if any, the deposited securities | Paragraph (15) | ||
| (iii) | The collection and distribution of dividends | Paragraph (13) | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Paragraphs (12), (14) and (15) | ||
| (v) | The sale or exercise of rights | Paragraphs (2), (6), (13), (16) and (21) | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (13) and (16) | ||
| (vii) | Amendment, extension or termination of the deposit arrangements | Paragraphs (20) and (21) (no provision for extensions) | ||
| (viii) | Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Paragraph (12) | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (2), (3) and (4) | ||
| (x) | Limitation upon the liability of the depositary | Paragraphs (6), (10), (15), (16), (17), (18) and (21) | ||
| 3. | Fees and charges which may be imposed directly or indirectly against holders of Receipts | Paragraph (9) | ||
| Item 2. AVAILABLE INFORMATION | Paragraph (12) | |||
(a) As set forth in Paragraph (12) of the Form of Receipt constituting the prospectus included herein, Sanlam Limited 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 (the "Securities Exchange Act of 1934") on its Internet Web site (www.sanlam.co.za) 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) (1) | Form of Deposit Agreement, dated as of , 2009, by and among Sanlam Limited, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder. – Previously filed. |
| (a)(2) | Form of Amendment to Deposit Agreement (including the form of American Depositary Receipt). Filed herewith as Exhibit (a)(2). |
| (b) | 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. – Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable. |
| (d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. – Previously filed. |
| (e) | Certification under Rule 466. – Filed herewith as Exhibit (e). |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative 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 American Depositary Receipts, 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 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, on behalf of the legal entity created by the Deposit Agreement, by and among Sanlam Limited, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts 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 Post-Effective Amendment to 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 October 6, 2014.
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing two ordinary shares of Sanlam Limited. Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | |||
| By: | /s/ James Kelly | ||
Name: James Kelly | |||
Title: Vice President | |||
| By: | /s/ Christopher Konopelko | ||
Name: Christopher Konopelko | |||
Title: Director | |||
| SIGNATURES |
Pursuant to the requirements of the Securities Act of 1933, as amended, Sanlam 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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in South Africa on October 1, 2014.
Sanlam Limited | |||
| By: | /s/ Johan van Zyl | ||
| Name: | Johan van Zyl | ||
| Title: | Group Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on October 1, 2014.
| Signatures | Capacity | ||
| /s/ Johan van Zyl * | Group Chief Executive Officer and Director | ||
| Johan van Zyl | |||
| /s/ Kobus Möller * | Financial Director | ||
| Kobus Möller | (chief financial officer) | ||
| /s/ Desmond Smith* | Chairman | ||
| Desmond Smith | |||
| /s/ Patrice Motsepe * | Non-Executive Deputy Chairman | ||
| Patrice Motsepe | |||
| /s/ Manana Bakane-Tuoane * | Director | ||
| Manana Bakane-Tuoane | |||
| /s/ Anton Botha * | Director | ||
| Anton Botha | |||
| Director | |||
| Paul Bradshaw | |||
| Director | |||
| Arun Duggai | |||
| Director | |||
| Philisiwe Mthethwa | |||
| /s/ Sipho Nkosi * | Director | ||
| Sipho Nkosi | |||
| Director | |||
| Flip Rademeyer |
| Director | |||
| Chris Swanepoel | |||
| /s/ Bernard Swanepoel * | Director | ||
| Bernard Swanepoel | |||
| /s/ Lazarus Zim * | Director | ||
| Lazarus Zim | |||
| Director | |||
| Temba Mvusi | |||
| /s/ Rejoice Simelane * | Director | ||
| Rejoice Simelane | |||
| Director | |||
| Yegs Ramiah | |||
| Director | |||
| Valli Moosa | |||
/s/ George Boychuk | Authorized Representative in the United States | ||
| George Boychuk | |||
| *By: | /s/ Johan van Zyl | ||
| Name: | Johan van Zyl | ||
| Title: | Power of Attorney |
INDEX TO EXHIBITS
Exhibit Number | |
(a) (2) Form of Amendment to Deposit Agreement (e) Rule 466 Certification |