As filed with the Securities and Exchange Commission on May 9, 2007
Registration No. 333-
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UNITED STATES 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
of
TONGKAH HARBOUR PUBLIC COMPANY LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
THE KINGDOM OF THAILAND
(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, N.Y. 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
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DEPOSITARY MANAGEMENT CORPORATION
(570 Lexington Avenue, 44th Floor, New York, New York 10022,
United States of America, Tel: (212) 319-4800)
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Francis Fitzherbert-Brockholes
White & Case LLP
5 Old Broad Street
London EC2N 1DW, UK
+44 20 7532 1000
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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PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE MAXIMUM AGGREGATE MAXIMUM AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT (1) OFFERING PRICE (1) FEE
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American Depositary Shares 100,000,000 $0.05 $5,000,000 $535
evidenced by American American
Depositary Receipts, each Depositary
American Depositary Share Shares
representing 50 ordinary
shares, par value 1 Baht each,
of Tongkah Harbour Public
Company Limited
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(1) For the purpose of this table only the term "unit" is defined as 100
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 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 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 Securities to be Registered
Cross Reference Sheet
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, signature
section at the Face of the Receipt
2. Title of American Depositary Receipts Face of Receipt, top center
and identity of deposited securities
Terms of Deposit:
(i) The amount of deposited Face of Receipt, upper right corner
securities represented by one unit
of American Depositary Receipts
(ii) The procedure for voting, if Articles number 9(iv), 14, 15 and 18
any, the deposited securities
(iii) The collection and Articles number 4, 6, 9(i), 9(iii),
distribution of dividends 13, 14 and 18
(iv) The transmission of notices, Articles number 12, 14, 15 and 18
reports and proxy soliciting
material
(v) The sale or exercise of rights Articles number 3, 4, 6, 9(iv),
10, 13, 14, 15 and 18
(vi) The deposit or sale of Articles number 4, 9(i), 13, 14
securities resulting from and 16
dividends, splits or plans of
reorganization
(vii) Amendment, extension or Articles number 20 and 21
termination of the deposit
agreement
(viii) Rights of holders of Article number 12
Receipts to inspect the transfer
books of the depositary and the
list of holders of Receipts
(ix) Restrictions upon the Articles number 2, 3, 4, 5, 6, 7,
right to deposit or withdraw 8, 9 and 22
the underlying securities
(x) Limitation upon the Articles number 16, 17, 18 and 21
liability of the depositary
3. Fees and Charges Article number 9
Item - 2. Available Information
Public reports furnished by issuer Article number 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
a. Deposit Agreement dated as of April 23, 2007 among Tongkah Harbour
Public Company Limited, Deutsche Bank Trust Company Americas as
Depositary, and the Holders and Beneficial Owners of American
Depositary Shares evidenced by American Depositary Receipts issued
thereunder. - Filed herewith as Exhibit 1.
b. Any other agreement to which the Depositary is a party relating to the
issuance of the Depositary Shares registered hereby or the custody of
the deposited securities represented. - 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. - See (a) above.
d. Opinion of White & Case LLP, counsel for the Depositary, as to
legality of the securities to be registered. - Filed herewith as
Exhibit 4.
e. Certification under Rule 466. - Not Applicable.
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) If the amounts of fees charged are not 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 ADR 30 days before any change in the fee
schedule.
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 London, United Kingdom, on May 9, 2007.
Legal entity created by the agreement
for the issuance of American
Depositary Receipts for ordinary
shares, par value 1 Baht each, of
Tongkah Harbour Public Company
Limited
DEUTSCHE BANK TRUST COMPANY AMERICAS,
AS DEPOSITARY
By: /s/ Jane Taylor
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Name: Jane Taylor
Title: Director
By: /s/ Tom Murphy
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Name: Tom Murphy
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Tongkah
Harbour Public Company Limited has caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the City
of Bangkok, Thailand on May 9, 2007.
TONGKAH HARBOUR PUBLIC COMPANY
LIMITED
By: /s/ Wai Choi, Ng
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Name: Mr Wai Choi, Ng
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 9, 2007.
/s/ Pricha Attavipach /s/ Scott A Ziegler
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Name: Mr Pricha Attavipach Name: Mr Scott A Ziegler
Director (Chairman of the Board Authorized U.S. Representative
of Directors)
/s/ John Peter Mills /s/ Udom Chirapanathorn
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Name: Dr John Peter Mills Name: Mr Udom Chirapanathorn
Director Corporate Finance Director
/s/ Edward Mervyn William Jones /s/ Wai Choi, Ng
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Name: Mr Edward Mervyn William Jones Name: Mr Wai Choi, Ng
Director Managing Director
/s/ Arida Vidhyananda /s/ Kriang Kiatfuengfoo
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Name: Mrs Arida Vidhyananda Name: Mr Kriang Kiatfuengfoo
Director Director
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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1 Deposit Agreement dated as of April 23, 2007 among Tongkah Harbour
Public Company Limited, Deutsche Bank Trust Company Americas as
Depositary, and the Holders and Beneficial Owners of American
Depositary Shares evidenced by American Depositary Receipts issued
thereunder.
4 Opinion of White & Case LLP, counsel for the Depositary, as to
legality of the securities to be registered.