As Filed with the Securities and
Exchange Commission on June 12, 2003. Registration No. 333-______
================================================================================
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
METOREX LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
Republic of South Africa
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
48 Wall Street, New York, N.Y. 10286
Telephone (212) 495-1727
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
Timothy F. Keaney
Executive Vice President
The Bank of New York
101 Barclay Street, 22W
New York, N.Y. 10286
Telephone (212) 815-2129
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Alejandro E. Camacho Camille Abousleiman
Clifford Chance US LLP Louise Roman Bernstein
200 Park Avenue Dewey Ballantine LLP
New York, New York 10166 1 Undershaft
London EC3A 8LP
United Kingdom
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
============================================= =================== ===================== ===================== ======================
Title of each class of Amount Proposed maximum Proposed maximum Amount of
Securities to be registered to be registered aggregate price per aggregate offering registration fee
unit (1) price (1)
- --------------------------------------------- ------------------- --------------------- --------------------- ----------------------
American Depositary Shares evidenced by 50,000,000 U.S. $ 0.05 U.S. $ 2,500,000.00 U.S. $202.25
American Depositary Receipts, each American American
Depositary Share evidencing one ordinary Depositary Shares
share in registered form, par value of ten
South African cents each, of Metorex Limited
(the "Shares").
=============================================== =================== ===================== ===================== ====================
(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 (a) 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 Filed Herewith as Prospectus
(1) Name and address of depositary Introductory Article
(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 Receipt, upper right corner
represented by one unit of American
Depositary Receipts
(ii) The procedure for voting, if any, the Articles number 15 and 16
deposited securities
(iii) The collection and distribution of Articles number 12, 14 and 15
dividends
(iv) The transmission of notices, reports and Articles number 11, 15 and 16
proxy soliciting material
(v) The sale or exercise of rights Articles number 13
(vi) The deposit or sale of securities resulting Articles number 12 and 17
from dividends, splits or plans of
reorganization
(vii) Amendment, extension or termination Articles number 20 and 21
of the deposit
(viii)Rights of holders of Receipts to inspect Article number 11
the transfer books of the depositary
and the list of holders of Receipts
(ix) Restrictions upon the right to deposit or Articles number 2, 3, 4, 5, 6 and 8
withdraw the underlying securities
(x) Limitation upon the liability of the Articles number 13 and 18
depositary
(3) Fees and Charges Article number 7
Item 2. Available Information
Statement that Metorex Limited furnishes the Article number 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 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
(a) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of June ___, 2003, among Metorex Limited (the "Company"), The
Bank of New York (the "Depositary"), and all owners and beneficial owners from
time to time of American Depositary Receipts ("ADRs") issued thereunder.
(d) Opinion of Clifford Chance US LLP, United States 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 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) The Depositary 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 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 June 12, 2003.
Legal entity created by the agreement for the
issuance of American Depositary Receipts for ordinary
shares, par value of ten (10) South African cents each,
of Metorex Limited
By: THE BANK OF NEW YORK,
as Depositary
By: /s/ Anthony Moro
------------------------------------
Name: Anthony Moro
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, METOREX LIMITED
has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in South Africa, as of June 12, 2003.
By: METOREX LIMITED
By: /s/ Anthony Simon Malone
------------------------------------
Name: Anthony Simon Malone
Title: Executive Chairman
Each of the undersigned hereby constitutes and appoints Anthony Simon
Malone 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 each 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 as of June 12, 2003.
Name Title
/s/ Anthony Simon Malone
- ---------------------------------------
Name: Anthony Simon Malone Executive Chairman
/s/ Charles Denby Stockton Needham
- ---------------------------------------
Name: Charles Denby Stockton Needham Financial Director
/s/ Keith Cousens Spencer
- ---------------------------------------
Name: Keith Cousens Spencer Operations Director
/s/ Hans Christian Qvist
- ---------------------------------------
Name: Hans Christian Qvist Non-Executive Director
/s/ Jan A. Vestrum
- ---------------------------------------
Name: Jan A. Vestrum Non-Executive Director
- ---------------------------------------
Name: Alistair John Laughland Non-Executive Director
/s/ Alberto Barrenechea
- ---------------------------------------
Name: Alberto Barrenechea Non-Executive Director
- ---------------------------------------
Name: Alfred Ernest Grey Trollip Non-Executive Director
/s/ Anthony Moro
- ---------------------------------------
Name: Anthony Moro Authorized U.S. Representative
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
(a) Deposit Agreement (including the form of American
Depositary Receipt), dated as of June ___, 2003, among
the Company, the Depositary and all owners and
beneficial owners from time to time of ADRs issued
thereunder.
(d) Opinion of Clifford Chance US LLP, United States
counsel for the Depositary, as to the legality of the
securities being registered.
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