| As filed with the Securities and Exchange Commission on April 13, 2022 | Registration No. 333 - |
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
WOODSIDE PETROLEUM LTD.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
The Commonwealth of Australia
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Woodside Energy (USA) Inc.
3040 Post Oak Blvd Floor 18, Suite 1800-124
Houston, TX 77056
(713) 401-0000
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert L. Kimball Scott D. Rubinsky Vinson & Elkins L.L.P. 2001 Ross Avenue, Suite 3900 Dallas, Texas 75201 (214) 220-7700 | | Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2301 |
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* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee |
| American Depositary Shares (“ADS(s)”), each ADS representing the right to receive one (1) ordinary share of Woodside Petroleum Ltd. (the “Company”) | 200,000,000 ADSs | $5.00 | $10,000,000.00 | $927.00 |
| |
* Each unit represents 100 ADSs. ** 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 ADSs. |
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, or until this Registration Statement shall become effective on such date as the 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
Cross Reference Sheet
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
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. |
| | | | |
| 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 (“ADSs”) | | Face of Receipt - Upper right corner. |
| | | | | |
| | (ii) | The procedure for voting, if any, the deposited securities | | Reverse of Receipt - Paragraphs (17) and (18). |
| | | | | |
| | (iii) | The collection and distribution of dividends | | Reverse of Receipt - Paragraph (15). |
| | | | | |
| | (iv) | The transmission of notices, reports and proxy soliciting material | | Face of Receipt - Paragraph (14);
Reverse of Receipt - Paragraph (17). |
| | | | | |
| | (v) | The sale or exercise of rights | | Reverse of Receipt – Paragraphs (15) and (17). |
| | | | | |
| | (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (15) and (19). |
| | | | | |
| | (vii) | Amendment, extension or termination of the deposit agreement | | Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). |
| | | | | |
| | (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs | | Face of Receipt - Paragraph (14). |
| Item Number and Caption | | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
| | | | | |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9), (10), and (11). |
| | | | | |
| | (x) | Limitation upon the liability of the Depositary | | Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21). |
| 3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs | | Face of Receipt - Paragraph (11). |
| | | | | |
| Item 2. | AVAILABLE INFORMATION | | Face of Receipt - Paragraph (14). |
Woodside Petroleum Ltd. (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, will file certain reports with, and submit certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of the Second Amended and Restated Deposit Agreement filed as Exhibit (a)(i) to this Registration Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| (a)(i) | Form of Second Amended and Restated Deposit Agreement, by and among Woodside Petroleum Ltd. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(i). |
| (a)(ii) | Amended and Restated Deposit Agreement, dated as of February 11, 2015, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(ii). |
| (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. ___ None. |
| (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. ___ None. |
| (d) | Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Filed herewith as Exhibit (d). |
| (e) | Certificate under Rule 466. ___ None. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto. |
| (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of 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) | 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 ADS thirty (30) days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Amended and Restated Deposit Agreement, as proposed to be amended, by and among Woodside Petroleum Ltd., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be 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 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 the 13th day of April 2022.
| | Legal entity created by the Amended and Restated Deposit Agreement, as proposed to be amended, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one (1) ordinary share of Woodside Petroleum Ltd. CITIBANK, N.A., solely in its capacity as Depositary |
| | | |
| | | |
| | By: | /s/ Leslie DeLuca |
| | | Name: Leslie DeLuca |
| | | Title: Attorney-in-fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Woodside Petroleum Ltd. 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 Perth, State of Western Australia, Australia, on April 13, 2022.
| | WOODSIDE PETROLEUM LTD. |
| | | |
| | By: | /s/ Marguerite O'Neill |
| | | Name: Marguerite O'Neill |
| | | Title: Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Marguerite O'Neill and Graham Tiver as the undersigned’s true and lawful attorney-in-fact and agent, with the powers of substitution and revocation, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any and 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 United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in order to affect the same as fully, to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, 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 on Form F-6 has been signed by the following persons in the following capacities and on the dates indicated.
Name | | Title | | Date |
| | | | | |
| /s/ Marguerite O'Neill | | Chief Executive Officer | | April 13, 2022 |
| Marguerite O'Neill | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Graham Tiver | | Chief Financial Officer | | April 13, 2022 |
| Graham Tiver | | (Principal Financial Officer and Principal Accounting Officer) | | |
| | | | | |
| /s/ Richard Goyder, AO | | Non-Executive Director | | April 13, 2022 |
| Richard Goyder, AO | | | | |
| | | | | |
| /s/ Larry Archibald | | Non-Executive Director | | April 13, 2022 |
| Larry Archibald | | | | |
| | | | | |
| /s/ Frank C. Cooper, AO | | Non-Executive Director | | April 13, 2022 |
| Frank C. Cooper, AO | | | | |
| | | | | |
| /s/ Swee Chen Goh | | Non-Executive Director | | April 13, 2022 |
| Swee Chen Goh | | | | |
| | | | | |
| /s/ Christopher M. Haynes, OBE | | Non-Executive Director | | April 13, 2022 |
| Christopher M. Haynes, OBE | | | | |
| | | | | |
| /s/ Ian Macfarlane | | Non-Executive Director | | April 13, 2022 |
| Ian Macfarlane | | | | |
| | | | | |
| /s/ Ann Pickard | | Non-Executive Director | | April 13, 2022 |
| Ann Pickard | | | | |
| Name | | Title | | Date |
| | | | | |
| /s/ Sarah Ryan | | Non-Executive Director | | April 13, 2022 |
| Sarah Ryan | | | | |
| | | | | |
| /s/ Gene T. Tilbrook | | Non-Executive Director | | April 13, 2022 |
| Gene T. Tilbrook | | | | |
| | | | | |
| /s/ Ben Wyatt | | Non-Executive Director | | April 13, 2022 |
| Ben Wyatt | | | | |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Woodside Petroleum Ltd. has signed this Registration Statement on Form F-6 on April 13, 2022.
Woodside Energy (USA) Inc. | |
| | | |
| By: | /s/ Thomas Feutrill | |
| | Name: Thomas Feutrill | |
| | Title: Director | |
Index to Exhibits
| Exhibit | Document |
| | |
| (a)(i) | Form of Second Amended and Restated Deposit Agreement |
| | |
| (a)(ii) | Amended and Restated Deposit Agreement |
| | |
| (d) | Opinion of counsel to the Depositary |
