As Filed with the Securities and Exchange
Commission on September 29, 2006 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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PRYME OIL & GAS LIMITED
(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
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number, including area code,
of agent for service)
It is proposed that this filing become effective under Rule 466
|_| 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 Amount of
Title of each class of Amount Aggregate price aggregate registration
Securities to be registered to be registered per unit(1) offering price (1) fee
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American Depositary Shares evidenced by American 50,000,000 $.05 $2,500,000 $267.50
Depositary Receipts, each American Depositary Share American
evidencing twenty (20) ordinary shares of Pryme Oil & Depositary
Gas Limited. 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.
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 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.
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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
(1) 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
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts Face of American Depositary Receipt, top center
and identity of deposited securities
Terms of Deposit:
(i) The amount of deposited Face of American Depositary Receipt - upper
securities represented by one right corner
unit of American Depositary
Shares
(ii) The procedure for voting, if Paragraphs (15) and (16)
any, the deposited securities
(iii) The collection and distribution Paragraphs (12), (14) and (15)
of dividends
(iv) The transmission of notices, Paragraphs (11), (15) and (16)
reports and proxy soliciting
material
(v) The sale or exercise of rights Paragraph (13)
(vi) The deposit or sale of Paragraphs (12) and (17)
securities resulting from
dividends, splits or plans of
reorganization
(vii) Amendment, extension or Paragraphs (20) and (21)
termination of the Deposit
Agreement
(viii) Rights of holders of receipts Paragraph (11)
to inspect the transfer books
of the Depositary and the list
of holders of receipts
(ix) Restrictions upon the right to Paragraphs (2), (3), (4), (5), (6) and (8)
deposit or withdraw the
underlying securities
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Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(x) Limitation upon the liability Paragraphs (13), (18) and (22)
of the Depositary
(3) Fees and Charges Paragraph (7)
Item 2. Available Information
Item Number and Caption Location in Form of
American Depositary Receipt
Filed Herewith as Prospectus
2(a) Statement that Pryme Oil & Gas Limited Paragraph (11)
furnishes the 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 [Date], 2006, among Pryme Oil & Gas 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.
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 [Date], 2006, among Pryme Oil & Gas 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 September 27,
2006.
By: THE BANK OF NEW YORK,
as Depositary
By: /s/ Donald Glock
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Name: Donald Glock
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, Pryme Oil &
Gas Limited has caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in Australia on September 12, 2006.
PRYME OIL & GAS LIMITED
By: /s/ Ryan Messer
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Name: Ryan Messer
Title: Executive Director/COO
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 September 12, 2006.
Name Title
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/s/ Justin Pellett Managing Director
- -------------------------- (Principal Executive Officer)
Justin Pellett
/s/ Ryan Messer Executive Director/COO
- -------------------------- (Principal Financial and Accounting Officer)
Ryan Messer
s/ John Dickinson Chairman
- -------------------------- (Principal Accounting Officer)
John Dickinson
/s/ Ananda Kathiravelu Director
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Ananda Kathiravelu
/s/ Ryan Messer Authorized Representative in the United States
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Ryan Messer
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INDEX TO EXHIBITS
Exhibit
Number
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(1) Form of Deposit Agreement, dated as of [Date], 2006, 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.
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