| As filed with the Securities and Exchange Commission on October 20, 2022 | 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
_________
Telstra Group Limited
(A.C.N. 650 620 303)
(Exact name of issuer of deposited securities as specified in its charter)
_________
Not Applicable
(Translation of issuer’s name into English)
_________
Australia
(Jurisdiction of incorporation or organization of issuer)
_______________________________
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
1 Columbus Circle
New York, New York 10019
+1 (212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
_________
Corporation Service Company
19 West 44th Street, Suite 200
New York, NY 10036
(Address, including zip code, and telephone number, including area code, of agent for service)
_______________________________
Copies to:
Waldo D. Jones, Jr., Esq. Sullivan & Cromwell Level 32, 101 Collins Street Melbourne, VIC 3000 Australia +61 3 9635 1507 | Melissa Butler, Esq. White & Case LLP 5 Old Broad Street London EC2N 1DW United Kingdom +44 20 7532 1502 |
_______________________________
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 evidenced by American Depositary Receipts, each American Depositary Share representing five ordinary shares of Telstra Group Limited | 50,000,000 | $0.05 | $2,500,000 | $275.50 |
| 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 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, 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 Exhibits 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 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 (“ADS”) | Face of Receipt – upper right corner | |||
(ii) | The procedure for voting the deposited securities | Reverse of Receipt – Article 15 | |||
(iii) | The procedure for collecting and distributing dividends | Reverse of Receipt – Article 13 | |||
(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 | Face of Receipt – Articles 2, 6 and 9 Reverse of Receipt – Articles 13, 16 and 21 | |||
(vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | 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 and 8; Reverse of Receipt – Article 22, 24 and 25 | |||
(x) | Limitation on the depositary’s liability | Face of Receipt – Article 6 and 10; Reverse of Receipt – Articles 15, 16, 17, 18 and 21 | |||
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 Article (12) of the Form of Receipt constituting the prospectus included herein, Telstra Group 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 (https://www.telstra.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 Telstra Group Limited, 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 White & Case 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 ADRs, 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 October 20, 2022.
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing five ordinary shares of Telstra Group Limited. Deutsche Bank Trust Company Americas, as Depositary | ||||
By | /s/ Kelvyn Correa | |||
Name: Kelvyn Correa | ||||
Title: Director | ||||
By | /s/ Michael Tompkins | |||
Name: Michael Tompkins | ||||
Title: Director | ||||
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 Melbourne, Australia on October 20, 2022.
Telstra Group Limited | |||||
By: | /s/ Suzanne Rayner-Laver | ||||
Name: Suzanne Rayner-Laver | |||||
Title: Company Secretary | |||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Vicki Brady and Michael Ackland, 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 October 20, 2022, in the capacities indicated.
| Signature | Title | |
/s/ John P Mullen | Non-Executive Chairman of the Board of Directors | |
Name: John P Mullen | ||
/s/ Vicki Brady | Chief Executive Officer and Managing Director | |
Name: Vicki Brady | ||
/s/ Michael Ackland | Chief Financial Officer | |
Name: Michael Ackland | ||
/s/ Sanjay Khushu | Principal Accounting Officer | |
Name: Sanjay Khushu | ||
/s/ Eelco Blok | Director | |
Name: Eelco Blok | ||
/s/ Roy H Chestnutt | Director | |
Name: Roy H Chestnutt | ||
/s/ Craig W Dunn | Director | |
Name: Craig W Dunn | ||
/s/ Bridget Loudon | Director | |
Name: Bridget Loudon | ||
/s/ Elana Rubin | Director | |
Name: Elana Rubin | ||
/s/ Niek Jan van Damme | Director | |
Name: Niek Jan van Damme | ||
/s/ Noah Drake | Authorized Representative in the United States | |
Name: Noah Drake | ||
Index to Exhibits
| Exhibit | Document |
(a) | Form of Deposit Agreement |
(d) | Opinion of White & Case LLP, counsel to the Depositary |