| As filed with the Securities and Exchange Commission on December 27, 2022 | Registration No. 333-268893 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
ANZ GROUP HOLDINGS LIMITED
(ACN 659 510 791)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Commonwealth of Australia
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
240 Greenwich Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York Mellon
Legal Department
240 Greenwich Street
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
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. []
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 Commission, acting pursuant to said Section 8(a), may determine.
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 1 to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption
| Location in Form of Receipt
|
| Introductory Article |
| Face of Receipt, top center |
Terms of Deposit:
| |
| (i) The amount of deposited securities represented by one unit of depositary shares | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
| (iii) The procedure for collection and distribution of dividends | Articles number 4, 12, 14, 15, 18 and 21 |
| (iv) The procedure for transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
| (v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 14, 15, 17 and 18 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
| (viii) Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares | Article number 11 |
| (ix) Restrictions upon the right to transfer or withdraw the underlying securities | Articles number 2, 3, 4, 6, 7 and 21 |
| (x) Limitation upon the liability of the depositary | Articles number 13, 14, 18, 21 and 22 |
| 3. Fees and Charges | Article number 7 |
Item - 2. Available Information
| Statement that ANZ Group Holdings Limited publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet web site or through an electronic information delivery system generally available to the public in its primary trading market | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
| a. | Form of Deposit Agreement dated as of ____________, 2023 among ANZ Group Holdings Limited (ACN 659 510 791), The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1. |
| b. | Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – 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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously. |
| e. | Certification under Rule 466. – Not applicable. |
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 depositary shares, 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 depositary shares thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 27, 2022.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of ANZ Group Holdings Limited (ACN 659 510 791)
| By: | The Bank of New York Mellon | |
| As Depositary | ||
| By: | /s/ Alan MacAlpine | |
| Name: | Alan MacAlpine | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act of 1933, ANZ Group Holdings Limited (ACN 659 510 791) has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Melbourne, Australia, on December 27, 2022.
| ANZ Group Holdings Limited (ACN 659 510 791) | |
| By: | /s/ Farhan Faruqui |
| Name: | Farhan Faruqui |
| Title: | Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on December 27, 2022.
* | Chairman and Director | |
| Paul O'Sullivan | ||
* | Chief Executive Officer and Director | |
| Shayne Elliott | (principal executive officer) | |
/s/ Farhan Faruqui | Chief Financial Officer | |
| Farhan Faruqui | (principal financial officer) | |
* | Group Financial Controller | |
| Richard Hayes | (principal accounting officer) | |
* | Director | |
| Ilana Atlas | ||
* | Director | |
| Jane Halton | ||
* | Director | |
| Sir John Key | ||
* | Director | |
| John Macfarlane | ||
* | Director | |
| Christine O'Reilly | ||
* | Director | |
| Jeff Smith | ||
| By: | * | Authorized Representative in the United States |
| Name | Paul Goodwin | |
| Title: | Country Head USA | |
| * By:_/s/ Farhan Faruqui | ||
| Farhan Faruqui | ||
| Attorney-in-fact | ||
INDEX TO EXHIBITS
Exhibit Number | Exhibit |
| 1 | Form of Deposit Agreement dated as of __________, 2023, among ANZ Group Holdings Limited (ACN 659 510 791), The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
