Securities Registration (ads, Immediate) (f-6ef)
09 Noviembre 2018 - 3:02PM
Edgar (US Regulatory)
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
carsales.com
Limited
(Exact name of Issuer of deposited securities
as specified in its charter)
Australia
(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
Tel. No.: (212) 250-9100
(Address, including
zip code, and telephone number of depositary's principal offices)
DEUTSCHE BANK TRUST
COMPANY AMERICAS
60 Wall Street
New
York, New York 10005
(212) 250-9100
(Address, including
zip code, and telephone number of agent for service)
Copy to:
DEUTSCHE BANK TRUST
COMPANY AMERICAS
60 Wall Street
New
York, New York 10005
It is proposed that
this filing become effective under Rule 466
x
immediately
upon filing
¨
on
___at ___ a.m. (EST)
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
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Amount to be Registered
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Proposed
Maximum
Offering
Price Per Unit (1)
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Proposed
Maximum
Aggregate Offering
Price (2)
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Amount
of
Registration Fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing
two (2) Ordinary Shares, of carsales.com Limited
|
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10,000,000 American Depositary Shares
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$
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0.05
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$
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500,000
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$
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60.60
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(1)Each unit represents one American Depositary
Share.
(2)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 such Receipts evidencing such American Depositary Shares.
PART I
INFORMATION
REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
Required
Information
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Location
in Form of Receipt Filed Herewith as Prospectus
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1.
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Name of
depositary and address of its principal executive office
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Face of Receipt –
introductory paragraph
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2.
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Title of
Receipts and identity of deposited securities
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Face of Receipt –
top center
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Terms of
Deposit:
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(i)
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The amount of deposited
securities represented by one American Depositary Share (“ADS”)
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Face of Receipt –
upper right corner
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(ii)
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The procedure for voting
the deposited securities
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Reverse of Receipt –
Articles 11 and 13
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(iii)
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The procedure for collecting
and distributing dividends
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Reverse of Receipt –
Articles 12 and 18
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(iv)
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The procedures for transmitting
notices, reports and proxy soliciting material
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Reverse of Receipt –
Articles 11 and 15
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(v)
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The sale or exercise
of rights
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Reverse of Receipt –
Articles 12 and 13
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(vi)
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The deposit or sale
of securities resulting from dividends, splits or plans of reorganization
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Reverse of Receipt –
Articles 12 and 15
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(vii)
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Amendment, extension
or termination of the deposit arrangements
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Reverse of Receipt –
Articles 17 and 18 (no provision for extension)
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(viii)
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The rights of holders
of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt –
Article 3
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(ix)
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Restrictions upon the
right to transfer or withdraw the underlying securities
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Face of Receipt – Article 1, 2, 4 and 6;
Reverse of Receipt – Articles 14, 15 and 18
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(x)
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Limitation on the depositary’s
liability
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Face of Receipt – Article 1, 2, 4 and 7;
Reverse of Receipt – Articles 11, 12, 14, 15,
16, 18 and 21
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3.
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Fees and
charges that a holder of Receipts may have to pay, either directly or indirectly
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Reverse of Receipt –
Article 19
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Item 2. AVAILABLE
INFORMATION
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Required
Information
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Location
in Form of Receipt Filed Herewith as Prospectus
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(b)
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Statement
that as of the date of the establishment of the program for issuance of Receipts by the Depositary, the Depositary has a good
faith belief (after limited investigation), that the issuer of the Deposited Securities publishes information in English required
to maintain the exemption from registration under Rules 12g3-2(b) under the Securities Exchange Act of 1934 on its internet
website or through an electronic information delivery system generally available to the public in its primary trading market.
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Face
of Receipt – Article 8
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Prospectus
THIS PAGE AND THE
FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY
RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy
of Agreement - The Agreement between Deutsche Bank Trust Company Americas, as depositary (the "Depositary"), and all
holders from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained
in the form of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement.
(b) Any
other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody
of the deposited securities represented thereby. - None.
(c) Any
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. - None.
(d) Opinion
of counsel to the Depositary as to the legality of the securities to be registered.
(e) Certification
under Rule 466.
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 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 amount of fees charged is 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 a Receipt thirty days before
any change in the fee schedule.
SIGNATURE
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 agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that
all of 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 New York, State of New York, on November 9, 2018.
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Legal
entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares for shares
representing the right to receive Ordinary Shares of carsales.com Limited
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By:
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DEUTSCHE
BANK TRUST COMPANY AMERICAS, Depositary
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By:
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/s/
Michael Fitzpatrick
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Name:
Michael Fitzpatrick
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Title:
Vice President
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By:
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/s/
Rohan Bridgett
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Name:
Rohan Bridgett
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Title:
Vice President
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INDEX TO EXHIBITS
Exhibit
Number
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(d)
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Opinion of counsel to the Depositary as to the legality
of the securities to be registered.
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(e)
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Rule 466 Certification
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