As filed with the U.S. Securities and Exchange Commission on July 6, 2016
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 Depositary Shares Evidenced by American Depositary Receipts
LINE Kabushiki Kaisha
(Exact name of issuer of deposited securities as specified in its charter)
LINE Corporation
(Translation of issuer’s name into English)
Japan
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, Floor 12, New York, NY 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
LINE Euro-Americas Corporation
5750 Wilshire Boulevard #640
Los Angeles, CA 90036
(323) 591-0380
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
JPMorgan Chase Bank, N.A. 4 New York Plaza, Floor 12 New York, New York 10004 Telephone (800) 990-1135 | Scott R. Saks, Esq. Paul Hastings LLP 200 Park Avenue New York, New York 10166 Telephone (212) 318-6311 |
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.x
CALCULATION OF REGISTRATION FEE
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Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit(1) | Proposed maximum aggregate offering | Amount of registration fee | ||||
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one share of common stock, no par value, of LINE Corporation | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $503.50 | ||||
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| (1) | Each unit represents 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 Receipts evidencing 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 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||||
| (1) | Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | ||||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||||
| Terms of Deposit: | ||||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||||
| (ii) | Procedure for voting, if any, the deposited securities | Paragraph (12) | ||||
| (iii) | Collection and distribution of dividends | Paragraphs (4), (5), (7) and (10) | ||||
| (iv) | Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8), (12) and (20) | ||||
| (v) | Sale or exercise of rights | Paragraphs (4), (5) and (10) | ||||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (4), (5), (10), (13) and (20) | ||||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (16) and (17) | ||||
| (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs | Paragraph (3) | ||||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4) and (5) | ||||
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||||
| (x) | Limitation upon the liability of the Depositary | Paragraph (14) | ||||
| (3) | Fees and charges | Paragraph (7) | ||||
Item 2. AVAILABLE INFORMATION
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Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||||
| (b) | Statement that LINE Corporation is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files or furnishes certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C. | Paragraph (8) | ||||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Deposit Agreement, dated as of , 2016, among LINE Corporation and its successors, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of ADRs issued thereunder (the “Deposit Agreement”), including the Form of American Depositary Receipt, is 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 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 Paul Hastings 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) | Power of Attorney for certain officers and directors of the Company. Included as part of 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 thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, 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, onJuly 6, 2016.
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
| By: | /s/ Gregory A. Levendis | |
| Name: | Gregory A. Levendis | |
| Title: | Executive Director | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, LINE Corporation 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 Tokyo, Japan, onJuly 6, 2016.
| LINE CORPORATION | ||
| By: | /s/ Takeshi Idezawa | |
| Name: | Takeshi Idezawa | |
| Title: | Representative Director, | |
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Takeshi Idezawa and In Joon Hwang, and each of them, his or her true and lawful attorneys-in-fact and agents, each 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 and all amendments (including pre-effective and post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all 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.
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 on July 6, 2016, in the capacities indicated.
Signature | Title | |
/s/ Hae Jin Lee | ||
| Name: Hae Jin Lee | Chairman | |
/s/ Takeshi Idezawa | ||
| Name: Takeshi Idezawa | Representative Director, President and Chief Executive Officer (principal executive officer) | |
/s/ Joongho Shin | ||
| Name: Joongho Shin | Director | |
/s/ Jun Masuda | ||
| Name: Jun Masuda | Director | |
/s/ In Joon Hwang | ||
| Name: In Joon Hwang | Director and Chief Financial Officer (principal financial officer) | |
/s/ Tadashi Kunihiro | ||
| Name: Tadashi Kunihiro | Outside Director | |
/s/ Koji Kotaka | ||
| Name: Koji Kotaka | Outside Director | |
/s/ Rehito Hatoyama | ||
| Name: Rehito Hatoyama | Outside Director | |
/s/ Kokan Ki | ||
| Name: Kokan Ki | Head of Finance and Accounting (principal accounting officer) | |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of LINE Corporation has signed this Registration Statement in the city of Los Angeles, State of California, onJuly 6, 2016.
| LINE Euro-Americas Corporation | ||
| By: | /s/ Youngsu Ko | |
| Name: | Youngsu Ko | |
| Title: | Chief Executive Officer | |
INDEX TO EXHIBITS
Exhibit | ||
| (a) | Form of Deposit Agreement (including the Form of ADR), among LINE Corporation and its successors, JPMorgan Chase Bank, N.A., as depositary, and all holders from time to time of American Depositary Receipts issued thereunder. | |
| (d) | Opinion of Paul Hastings LLP, counsel to the Depositary, as to the legality of the securities to be registered. | |
