F-6 1 a33914.txt IMPALA PLATINUM HOLDINGS LIMITED 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
----------------------------------------------------------------------------------------------------------------------------- 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. -2- 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. -3- 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
-4- (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. -5- (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. -6- 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 -7- 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 -8- 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
-9- __________________________________________ 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
-10- INDEX TO EXHIBITS
Exhibit Sequentially Number Numbered Page ------ ------------- (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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