F-6 POS 1 e607548_f6pos-impala.htm Unassociated Document
Registration No. 333-101728
 

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

POST EFFECTIVE AMENDMENT No. 3 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 issuers 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 depositarys 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 9100
 
It is proposed that this filing become effective under Rule 466:
 
x immediately upon filing.
o on (Date) at (Time)
 
 
If a separate registration statement has been filed to register the deposited shares, check the following box:  o
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares, each representing  one ordinary share of Impala Platinum Holdings Limited
N/A
N/A
N/A
N/A
 
 
 

 
 
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)(4) to the Post-Effective Amendment to Registration Statement on Form F-6 which is incorporated herein by reference.
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Cross Reference
 
Item Number and Caption
 
Location in Form of Receipt
Filed Herewith as Prospectus
         
1. 
Name and address of depositary
 
Introductory Article
       
2. 
Title of American Depositary Receipts and identity of deposited securities
 
Face of Receipt, top center
       
 
Terms of Deposit:
   
         
  (i) 
The amount of deposited securities represented by one unit of American Depositary Receipts
 
Face of Receipt, upper right corner
         
  (ii) 
The procedure for voting, if any, the deposited securities
 
Articles number 15 and 18
         
  (iii) 
The collection and distribution of dividends
 
Articles number 4, 13, 14, 16 and 18
         
  (iv) 
The transmission of notices, reports and proxy soliciting material
 
Articles number 12, 15 and 18
         
  (v) 
The sale or exercise of rights
 
Articles number 13 and 14
         
  (vi) 
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Articles number 13, 14, 16 and 18
         
  (vii) 
Amendment, extension or termin­ation of the deposit
 
Articles number 20 and 21
 
 
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  (viii) 
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
 
Article number 12
         
  (ix) 
Restrictions upon the right to deposit or withdraw the underlying securities
 
Articles number 2, 3, 4, 6 and 8
         
  (x) 
Limitation upon the liability of the depositary
 
Articles number 13, 17, 18 and 21
       
(3)  
Fees and Charges
 
Articles number 6 and 9
       
Item - 2.  AVAILABLE INFORMATION
   
       
Public reports furnished by issuer
 
Article number 12
 
The Company publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Exchange Act on its Internet Web site (http://www.implats.co.za/) 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)(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 No. 1. to Deposit Agreement.  Form of Amendment No. 1. to Deposit Agreement was previously filed as Exhibit (a)(2) to Post-Effective Amendment No. 1 to Registration Statement No. 333-101728 and is incorporated herein by reference.
 
 
(a)(3)
Form of Amendment No. 2 to Deposit Agreement. Form of Amendment No. 2 to Deposit Agreement, was previously filed as Exhibit (a)(3) to Post-Effective Amendment No. 2 to Registration Statement No. 333-101728 and is incorporated herein by reference.
 
 
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(a)(4)
Form of Amendment No. 3 to Deposit Agreement. Form of Amendment No. 3 to Deposit Agreement, including the Form of American Depositary Receipt is filed herewith as Exhibit (a) (4).

 
(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, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, on September 28, 2010.
 
 
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/ Christopher Konopelko  
 
Name:
Christopher Konopelko
 
 
Title:
Vice President  
       
       
 
By: 
/s/ James Kelly  
  Name:
James Kelly
 
 
Title:
Vice President  
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities of 1933, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in Marshalltown, the Republic of South Africa on September 28, 2010.
 
 
Impala Platinum Holdings Limited
 
     
       
 
By:  
/s/ Leslie John Paton  
 
 
Name:  Leslie John Paton
 
   
Title:    Executive Director
 
       
       
 
By: 
/s/ James Kelly  
   
Name:  Paul Anthony Dunne
 
   
Title:    Executive Director
 
 
 
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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 September 28, 2010.
 
Signature
 
Title
     
     
/s/ K Mokhele
 
Chairman of the Board of Directors
K Mokhele
   
     
     
/s/ DH Brown
 
Chief Executive Officer (Principal Executive Officer)
DH Brown
   
     
     
/s/ D Earp
 
Director and Chief Financial Officer
D Earp
   
     
     
/s/ MY Mennell
 
Director
MY Mennell
   
     
     
/s/ JM McMahon
 
Director
JM McMahon
   
     
     
 
 
Director
TV Mokgatlha
   
     
     
 
 
Director
NDB Orleyn
   
     
     
/s/ PA Dunne
 
Director
PA Dunne
   
     
     
/s/ LJ Paton
 
Director
LJ Paton
   
 
 
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T Goodlace
 
Director
     
     
/s/ David Orlin
 
Authorized Representative in the United States
D Orlin
   

 
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INDEX TO EXHIBITS
 
Exhibit
Number
Sequentially
Numbered Page
   
(a)(3)  Form of Amendment No.3 to Deposit Agreement
 
   
(e) Rule 466 Certification.
 
 
 

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