F-6 1 d9545674_f-6.htm


As filed with the United States Securities and Exchange Commission on              , 2022

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

VECTION TECHNOLOGIES LTD

 (Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer’s name into English)

Commonwealth of Australia
(Jurisdiction of incorporation or organization of issuer)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)

1 Columbus Circle
New York, New York 10019
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Vcorp Services, LLC 25 Robert Pitt Drive, Suite 204
Monsey, New York 10952 (888) 528-2677
(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Deutsche Bank Trust Company Americas
1 Columbus Circle
New York, New York 10019
(212) 250-9100
 
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 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 evidenced by American Depositary Receipts, each American Depositary Share representing 120 ordinary shares of Vection Technologies Ltd
50,000,000 American
Depositary Shares
 
$0.05
$2,500,000
$231.75

*
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.
 

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 Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
 
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET
 
Item Number and Caption
 
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
 
 
 
 
1.  
Name of depositary and address of its principal executive office
 
Face of Receipt, Introductory paragraph
 
 
 
 
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 American Depositary Share
 
Face of Receipt, Upper right corner
 
 
 
 
 
 
(ii)
The procedure for voting, if any, the deposited securities
 
Articles 14 and 15
 
 
 
 
 
 
(iii)
The collection and distribution of dividends
 
Articles 13 and 14
 
 
 
 
 
 
(iv)
The transmission of notices, reports and proxy soliciting material
 
Articles 12, 14 and 15
 
 
 
 
 
 
(v)
The sale or exercise of rights
 
Articles 13, 14 and 15
 
 
 
 
 
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Articles 3, 4, 6, 9, 13 and 16
 
 
 
 
 
 
(vii)
Amendment, extension or termination of the deposit arrangements
 
Articles 20 and 21 (no provision for extensions)
 
 
 
 
 
 
(viii)
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
 
Article 12
 
 
 
 
 
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Articles 2, 3, 4, 6, 8, 9, 10 and 22
 
 
 
 
 
 
(x)
Limitation upon the liability of the depositary
 
Articles 10, 15, 16, 17, 18 and 21
 
 
 
 
 
3. 
Fees and charges which may be imposed directly or indirectly against holders of Receipts
 
 Article 9

Item 2.
AVAILABLE INFORMATION

(a) As set forth in Article (12) of the Form of Receipt constituting the prospectus included herein, Vection Technologies Ltd 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 (https://www.vection-technologies.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.
EXHBITS

(a)
Form of Deposit Agreement, dated as of                 , 2022, by and among Vection Technologies Ltd, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders and Beneficial Owners 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 Vection Technologies Ltd 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. – 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 Vection Technologies Ltd. – 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 under-takes 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 under-takes 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 Vection Technologies Ltd, Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners 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 June 13, 2022.
 
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares representing ordinary shares of Vection Technologies Ltd 
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
 
 
 
 
 
 
 
 
 
 
By: 
 /s/ Michael Tompkins
 
 
Name:  
Michael Tompkins
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
  
 
 
By: 
 /s/ Kelvyn Correa
 
 
Name:
Kelvyn Correa
 
 
Title:
Director
 
 


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Vection Technologies Ltd 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 Bologna, Italy, on June 13, 2022.
 
 
Vection Technologies Ltd
 
 
 
 
 
 
 
By: 
/s/ Gianmarco Biagi
 
Name:  
Gianmarco Biagi
 
Title:
Managing Director
 

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Gianmarco Biagi his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorney full power to act, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorney may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or his 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 June 13, 2022.


Signatures
 
Capacity
 
 
 
/s/ Gianmarco Biagi
 
Managing Director
Gianmarco Biagi
 
 (Principal Executive Officer)
 
 
 
/s/ Umberto Mondello
 
Chairman
Umberto Mondello
 
 
 
 
 
/s/ Lorenzo Biagi
 
Director
Lorenzo Biagi
 
 
 
 
 
/s/ Gianmarco Orgnoni
 
Director and Chief Operating Officer
Gianmarco Orgnoni
 
 
 
 
 
/s/ Gabriele Sorrento
 
Director
Gabriele Sorrento
 
 
 
 
 
/s/ Derek Hall
 
Chief Financial Officer and Company Secretary
Derek Hall
 
 (principal financial and accounting officer)
 
 
 



SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Vection Technologies Ltd, has signed this Registration Statement on Form F-6 in San Francisco, California, on June 13, 2022.


 
 
Mindesk, Inc, as Authorized U.S. Representative
 
 
 
 
 
By:
/s/ Gabriele Sorrento
 
 
Name:
Gabriele Sorrento
 
 
Title:
Director













INDEX TO EXHIBITS

Exhibit Number 
 
(a)
Form of Deposit Agreement
 
(d)
Opinion of counsel to the Depositary