As filed with the Securities and Exchange Commission on December 9, 2002
Registration No. 333-
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
IMPALA PLATINUM HOLDINGS 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)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 602 3761
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
David Orlin
WINDELS, MARX, LANE & MITTENDORF, LLP
156 West 56th Street, New York, NY 10019
(212) 237 1174
(Address, including zip code, and telephone number, including area code, of
agent for service)
Copies to:
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New York, New York 10005
(212) 602 3761
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
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Aggregate Price Per Aggregate Offering Registration Fee
Unit* Price**
- -----------------------------------------------------------------------------------------------------------------------------
American Depositary Shares, each 100,000,000 ADS $5.00 $5,000,000 $460
representing one-half of one
ordinary share of Impala Platinum
Holdings Limited
- -----------------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares.
** 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, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the
Deposit Agreement filed as Exhibit (a) to the Registration Statement which is
incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Cross Reference
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
- ----------------------- ----------------------------
1. Name and address of depositary Introductory Article
2. Title of American Depositary Receipts and identity Face of Receipt, top center
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 18
deposited securities
(iii) The collection and distribution of dividends Articles number 4, 13, 14, 16 and 18
(iv) The transmission of notices, reports and Articles number 12, 15 and 18
proxy soliciting material
(v) The sale or exercise of rights Articles number 13 and 14
(vi) The deposit or sale of securities Articles number 13, 14, 16 and 18
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of the Articles number 20 and 21
deposit
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(viii) Rights of holders of Receipts to Article number 12
inspect the transfer books of
the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to Articles number 2, 3, 4, 6 and 8
deposit or withdraw the underlying
securities
(x) Limitation upon the liability of the Articles number 13, 17, 18 and 21
depositary
3. Fees and Charges Articles number 6 and 9
Item - 2. AVAILABLE INFORMATION
Public reports furnished by issuer Article number 12
The Company furnishes the United States Securities and Exchange
Commission (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. These reports can be inspected by holders of receipts and copied at
public reference facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W. (Room 1024), Washington D.C. 20549, and at the
principal executive office of the Depositary.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement. Form of Deposit Agreement among
Impala Platinum Holdings Limited, Deutsche Bank Trust Company
Americas, as depositary (the "Depositary"), and all owners and
holders from time to time of American Depositary Receipts
issued thereunder (the "Deposit Agreement"), including the
Form of American Depositary Receipt, is filed herewith as
Exhibit (a)(1).
(b) Any other agreement to which the Depositary is a party
relating to the issuance of the American Depositary Shares
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.
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(d) Opinion of counsel to the Depositary as to the legality of the
securities being registered. Filed herewith as Exhibit (d).
(e) Certification under Rule 466. Not applicable.
(f) Powers of Attorney for certain officers and directors and the
authorized representative 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 American Depositary Receipts, 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 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 American Depositary Receipt 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 London, on December 6, 2002.
Legal entity created by the agreement
for the issuance of American Depositary
Receipts for ordinary shares of Impala
Platinum Holdings Limited.
By: Deutsche Bank Trust Company Americas,
As Depositary
By: /s/ Mike R. Hughes
________________________________
Mike R. Hughes
Director
By: /s/ Clare Benson
________________________________
Clare Benson
Assistant Vice President
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SIGNATURES
Pursuant to the requirements of the Securities of 1933, Impala
Platinum Holdings Limited 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 Marshalltown, the Republic of South Africa on
December 6, 2002.
Impala Platinum Holdings Limited
By: /s/ Catherine Elizabeth Markus
______________________________________
Name: Catherine Elizabeth Markus
Title: Director of Corporate Affairs
By: /s/ DH Brown
______________________________________
Name: DH Brown
Title: Finance Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose
signature appears below hereby constitutes and appoints Catherine Elizabeth
Markus and Alan Michael Snashall, jointly and severally, his/her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) 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, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form F-6 has been signed by the
following persons in the following capacities on December 6, 2002.
Signature Title
--------- -----
__________________________________________ Chairman of the Board of Directors
PG Joubert
/s/ KC Rumble Chief Executive Officer (Principal Executive Officer)
__________________________________________
KC Rumble
/s/ DH Brown
__________________________________________
DH Brown Director
/s/ CE Markus
__________________________________________
CE Markus Director
__________________________________________
JM McMahon Director
/s/ MV Mennell
__________________________________________
MV Mennell Director
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__________________________________________
L Molotlegi Director
/s/ DM O'Connor
__________________________________________
DM O'Connor Director
/s/ MF Pleming
__________________________________________
MF Pleming Director
__________________________________________
JV Roberts Director
/s/ DH Brown Finance Director (Principal Financial and Accounting
__________________________________________
DH Brown Officer)
/s/ David Orlin
__________________________________________
David Orlin Authorized Representative in the United States
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a) Form of Deposit Agreement
(d) Opinion of counsel to the Depositary, as to the legality of the
securities to be registered.
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