F-6 1 f-6.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 9, 2007 Registration No. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- 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) ---------- 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
--------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------------------
(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. ---------- 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. ================================================================================ 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 --------------------------------------- ------------------------------------- 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 --------------------------------- Name: Jane Taylor Title: Director By: /s/ Tom Murphy --------------------------------- 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 --------------------------------- 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 -------------------------------------- ------------------------------------- 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 -------------------------------------- ------------------------------------- Name: Dr John Peter Mills Name: Mr Udom Chirapanathorn Director Corporate Finance Director /s/ Edward Mervyn William Jones /s/ Wai Choi, Ng -------------------------------------- ------------------------------------- Name: Mr Edward Mervyn William Jones Name: Mr Wai Choi, Ng Director Managing Director /s/ Arida Vidhyananda /s/ Kriang Kiatfuengfoo -------------------------------------- ------------------------------------- Name: Mrs Arida Vidhyananda Name: Mr Kriang Kiatfuengfoo Director Director INDEX TO EXHIBITS Exhibit Number Exhibit --------- -------------------------------------------------------------------- 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.