As Filed with the Securities and Exchange Commission on November 3, 2004.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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ALCHEMIA LIMITED
(ABN 43071 666 334)
(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
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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The Bank of New York
101 Barclay Street, 22nd Floor
New York, NY 10286
Telephone (212)-815-2095
(Address, including zip code, and telephone number,
including area code, of agent for service)
For Further Information Contact:
The Bank of New York
101 Barclay Street, 22nd Floor
New York, NY 10286
Telephone (212) 815-2095
It is proposed that this filing become effective under Rule 466
|X| immediately upon filing
|_| on (Date) at (Time)
If a separate statement has been filed to register the
deposited shares, check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount to Aggregate price aggregate offering Amount of
Securities to be registered be registered per unit (1) price (1) registration fee
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American Depositary Shares evidenced by American 10,000,000 $.05 $500,000 $63.35
Depositary Receipts, each American Depositary Share American
evidencing ten ordinary shares of Alchemia Limited. Depositary
Shares
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(1) 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.
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The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(a) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts and Face of American Depositary Receipt, top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary Receipt - upper right
represented by one unit of American corner
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs (15) and (16)
deposited securities
(iii) The collection and distribution of Paragraphs (12), (14) and (15)
dividends
(iv) The transmission of notices, reports Paragraphs (11), (15) and (16)
and proxy soliciting material
(v) The sale or exercise of rights Paragraph (13)
(vi) The deposit or sale of securities Paragraphs (12) and (17)
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of Paragraphs (20) and (21)
the Deposit Agreement
(viii) Rights of holders of receipts to Paragraph (11)
inspect the transfer books of the
Depositary and the list of holders of
receipts
(ix) Restrictions upon the right to deposit Paragraphs (2), (3), (4), (5), (6) and (8)
or withdraw the underlying securities
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Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Paragraphs (13) and (18)
Depositary
(3) Fees and Charges Paragraph (7)
Item 2. Available Information
Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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2(a) Statement that Alchemia Limited furnishes the Paragraph (11)
Commission with certain public reports and
documents required by foreign law or otherwise
under Rule 12g3-2(b) under the Securities
Exchange Act of 1934 and that such reports and
documents can be inspected by holders of
American Depositary Receipts and copied at
public reference facilities maintained by the
Commission in Washington, D.C.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of __________________________, 2004, among Alchemia Limited
(the "Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each
Owner and holder from time to time of American Depositary Receipts ("ADRs")
issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
(5) Certification under Rule 466.
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 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) The Depositary hereby undertakes to notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated
as of ________________________, 2004, among Alchemia Limited, The Bank of New
York, as Depositary, and each Owner and holder of an American Depositary Receipt
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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on November 3,
2004.
By: THE BANK OF NEW YORK,
as Depositary
By: \s\ Andrew J. Zelter
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Name: Andrew J. Zelter
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, Alchemia
Limited has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Australia on November 3, 2004.
ALCHEMIA LIMITED
By: /s/ Christopher Neal
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Name: Christopher Neal
Title: Company Secretary/CFO
Each of the undersigned hereby constitutes and appoints Christopher Neal
his true and lawful attorney-in-fact, with power of substitution, in his name,
place and stead, in any and all capacities, to sign any or 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 Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated on November 3, 2004.
Name Title
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/s/ Mel Bridges Chairman
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Mel Bridges
/s/ Tracie Ramsdale Managing Director and CEO
- ------------------------------------ (Principal Executive Officer)
Tracie Ramsdale
/s/ Christopher Neal Company Secretary
- ------------------------------------ (Principal Accounting and
Christopher Neal Financial Officer)
/s/ Peter Andrews Director
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Peter Andrews
/s/ Kevin Healey Director
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Kevin Healey
/s/ Errol Malta Director
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Errol Malta
/s/ Nerolie Withnall Director
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Nerolie Withnall
/s/ Mark R. Saunders Authorized Representative in
- ------------------------------------ the United States
Mark R. Saunders
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INDEX TO EXHIBITS
Exhibit
Number
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(1) Form of Deposit Agreement, dated as of ____________________, 2004, among
the Issuer, the Depositary and each Owner and holder from time to time
of ADRs issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
(5) Certification under Rule 466
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