As filed with the Securities and Exchange Commission on March 3, 2010
Registration No. 333-
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UNITED STATES 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
Murray & Roberts 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) 250-9100
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
______________________
Depositary Management Corporation
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Francis Fitzherbert-Brockholes, Esq. Laura Sizemore
White & Case LLP White & Case LLP
5 Old Broad Street 1155 Avenue of the Americas
London EC2N 1DW New York, New York 10036
United Kingdom (212) 819-8200
+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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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**
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American Depositary Shares evidenced by 50,000,000 $0.05 $2,500,000 $178.25
American Depositary Receipts, each
American Depositary Share representing
one ordinary share of Murray & Roberts
Holdings Limited
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* Each unit represents one American Depositary Share.
** 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.
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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, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
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 Form of American Depositary Receipt is
incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Location in Form of American Depositary
Item Number and Caption Receipt ("Receipt")
- ----------------------- Filed Herewith as Prospectus
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1. Name of depositary and address of its principal executive office Face of Receipt, Introductory article and bottom center
2. Title of Receipts and identity of deposited securities Face of Receipt, Top center
Terms of Deposit:
(i) The amount of deposited securities represented by one Face of Receipt, Upper right corner
American Depositary Share
(ii) The procedure for voting, if any, the deposited securities Paragraph (15)
(iii) The collection and distribution of dividends Paragraph (13)
(iv) The transmission of notices, reports and proxy soliciting Paragraphs (12), (14) and (15)
material
(v) The sale or exercise of rights Paragraphs (2), (6), (13), (16) and (21)
(vi) The deposit or sale of securities resulting from dividends, Paragraphs (13) and (16)
splits or plans of reorganization
(vii) Amendment, extension or termination of the deposit Paragraphs (20) and (21) (no provision for extensions)
arrangements
(viii) Rights of holders of Receipts to inspect the transfer Paragraph (12)
books of the depositary and the list of holders of Receipts
(ix) Restrictions upon the right to deposit or withdraw the Paragraphs (2), (3) and (4)
underlying securities
(x) Limitation upon the liability of the depositary Paragraphs (6), (10), (15), (16), (17), (18) and (21)
3. Fees and charges which may be imposed directly or indirectly Paragraph (9)
against holders of Receipts
Item 2. AVAILABLE INFORMATION Paragraph (12)
(a) As set forth in Paragraph (12) of the Form of Receipt constituting the
prospectus included herein, Murray & Roberts Holdings Limited publishes
information in English required to maintain the exemption from registration
under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act of 1934") on its Internet Web site (www.murrob.com) or
through an electronic information delivery system generally available to the
public in its primary trading market.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement, dated as of , 2010, by and among Murray &
Roberts Holdings Limited, Deutsche Bank Trust Company Americas, as
depositary (the "Depositary"), and all Holders from time to time of
American Depositary Shares evidenced by American Depositary Receipts issued
thereunder (including the form of American Depositary Receipt to be issued
thereunder, attached as Exhibit A thereto). - Filed herewith as Exhibit
(a).
(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 Company in effect at any time within the last three
years. - Not Applicable.
(d) Opinion of White & Case LLP, 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 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
American Depositary Receipt 30 days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche
Bank Trust Company Americas, on behalf of the legal entity created by the
Deposit Agreement, by and among Murray & Roberts Holdings Limited, Deutsche Bank
Trust Company Americas, as depositary, and all Holders from time to time of
American Depositary Shares evidenced by American Depositary Receipts 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 on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on , 2010.
Legal entity created by the Deposit
Agreement for the issuance of American
Depositary Receipts evidencing American
Depositary Shares, each representing one
ordinary share of Murray & Roberts
Holdings Limited.
Deutsche Bank Trust Company Americas,
solely in its capacity as Depositary
By: /s/ Edwin Reyes
-------------------------------------
Name: Edwin Reyes
Title: Managing Director
By: /s/ Chris Konopelko
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Name: James Kelly
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Murray & Roberts 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 or amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in South Africa on March 3, 2010.
Murray & Roberts Holdings Limited
By: /s/ Roger Rees
-------------------------------------
Name: Roger Rees
Title: Group Financial Director
KNOW ALL PERSONS BY THESE PRESENT, that each officer or director whose
signature appears below constitutes and appoints either of Brian Bruce or Roger
Rees, his or her true lawful attorneys-in-fact and agents with full and several
power of substitution for and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments, including post-effective
amendments, supplements to this registration statement and any registration
statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
relating thereto, 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 they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof..
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment has been signed by the following
persons in the capacities indicated on March 3, 2010.
Signatures Capacity
---------- --------
/s/ Brian Bruce Group Chief Executive and Executive
----------------------------- Director
Brian Bruce (principal executive officer)
/s/ Roger Rees Group Financial Director
------------------------------ (principal financial and accounting
Roger Rees officer)
/s/ Roy Andersen Chairman and Non-Executive Director
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Roy Andersen
/s/ David Barber Non-Executive Director
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David Barber
/s/ Alan Knott-Craig Non- Executive Director
------------------------------
Alan Knott-Craig
/s/ Namane Magau Non-Executive Director
------------------------------
Namane Magau
/s/ John McMahon Non-Executive Director
------------------------------
John McMahon
/s/ Imogen Mkhize Non-Executive Director
------------------------------
Imogen Mkhize
/s/ Anthony Routledge Non-Executive Director
------------------------------
Anthony Routledge
/s/ Mahlape Sello Non-Executive Director
------------------------------
Mahlape Sello
/s/ Sibusiso Sibisi Non-Executive Director
-------------------------------
Sibusiso Sibisi
/s Royden Vice Non-Executive Director
------------------------------
Royden Vice
/s/ Malose Chaba Non-Executive Director
------------------------------
Malose Chaba
/s/ Trevor Fowler Non-Executive Director
------------------------------
Trevor Fowler
/s/ Orrie Fenn Non-Executive Director
------------------------------
Orrie Fenn
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of Murray and Roberts
Holdings Limited, has signed this registration statement or amendment thereto in
the City of New York, New York on March 3, 2010.
AUTHORIZED U.S. REPRESENTATIVE
Depositary Management Corporation
By: /s/ George Boychuk
--------------------------
Name: George Boychuk
Title: Managing Director
INDEX TO EXHIBITS
Exhibit Number
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(a) Form of Deposit Agreement
(d) Opinion of White & Case LLP, counsel to the Depositary