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As filed with the Securities and Exchange Commission on February 3, 2004
Registration No. 333-101728
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT TO
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) 250-1905
(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) 250-1905
It is proposed that this filing become effective under Rule 466: X
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
- ---------------------------------------------------------------------------------------------------------------------------
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 N/A N/A N.A N/A
representing one quarter of one
ordinary share of Impala Platinum
Holdings Limited
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
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This Post-Effective Amendment to Registration Statement on Form F-6 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
Form of Amendment to Deposit Agreement filed as Exhibit (a)(2) to the
Post-Effective Amendment to Registration Statement on Form F6 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
- ----------------------- ----------------------------
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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 resulting Articles number 13, 14, 16 and 18
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 inspect the Article number 12
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, 6 and 8
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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) 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"), was previously
filed as Exhibit (a) to Registration Statement No. 333-101728
and is incorporated herein by reference.
(a)(2) Form of Amendment to Deposit Agreement. Form of Amendment to
Deposit Agreement, including the Form of American Depositary
Receipt is filed herewith as Exhibit (a)(2)
(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.
(d) Opinion of counsel to the Depositary as to the legality of the
securities being registered. Previously Filed
(e) Certification under Rule 466. Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. Previously Filed.
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
Post-Effective Amendment to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of London,
on January 29, 2004.
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/William Fahey
-----------------------------
William Fahey
Vice President
By: /s/Paul Martin
-----------------------------
Paul Martin
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 Post-Effective Amendment to Registration Statement on Form F-6 to be signed
on its behalf by the undersigned, thereunto duly authorized, in Marshalltown,
the Republic of South Africa on January 27, 2004.
Impala Platinum Holdings Limited
By: /s/ D.H. Brown
-----------------------------------
Name: D. H. Brown
Title: Finance Director
By: /s/ Alan Michael Snashall
-----------------------------------
Name: Alan Michael Snashall
Title: Company Secretary
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on January 29,
2004.
Signature Title
--------- -----
- ---------------------------------- Chairman of the Board of Directors
PG Joubert
* Chief Executive Officer (Principal Executive Officer)
- ----------------------------------
KC Rumble
*
- ----------------------------------
DH Brown Director
*
- ----------------------------------
CE Markus Director
- ----------------------------------
JM McMahon Director
*
- ----------------------------------
MV Mennell Director
- ----------------------------------
L Molotlegi Director
*
- ----------------------------------
DM O'Connor Director
*
- ----------------------------------
MF Pleming Director
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- ----------------------------------
JV Roberts Director
* Finance Director (Principal Financial and Accounting
- ---------------------------------- Officer)
DH Brown
*
- ---------------------------------
David Orlin Authorized Representative in the United States
*By:/s/ Alan Michael Snashall
-----------------------------
Name: Alan Michael Snashall
Title: Power of Attorney
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
- ------ -------------
(a) (2) Form of Amendment to Deposit Agreement
(e) Rule 466 Certification
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