As filed with the U.S. Securities and Exchange Commission on April 18, 2005
Registration No. 333-109606
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
Rinker Group Limited
ABN 53 003 433 118
(Exact name of issuer of deposited securities as specified in its charter)
Not applicable
(Translation of issuer's name into English)
New South Wales, Australia
(Jurisdiction of incorporation or organization of issuer)
JPMorgan Chase Bank, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10081
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
Tom Burmeister
Chief Financial Officer
Rinker Group Limited
c/o Rinker Materials Corporation
1501 Belvedere Road
West Palm Beach, Florida 33406
(800) 226-5521
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
ý 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 evidenced by American Depositary Receipts, each American Depositary Share representing five ordinary shares of Rinker Group Limited | N/A | N/A | N/A | N/A | ||||
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 Amendment to Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|||||
|---|---|---|---|---|---|---|
| (1) | Name and address of Depositary | Introductory paragraph | ||||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||||
| Terms of Deposit: | ||||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||||
| (ii) | Procedure for voting, if any, the deposited securities | Paragraph (12) | ||||
| (iii) | Collection and distribution of dividends | Paragraphs (4), (5), (7) and (10) | ||||
| (iv) | Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8) and (12) | ||||
| (v) | Sale or exercise of rights | Paragraphs (4), (5) and (10) | ||||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (4), (5), (10) and (13) | ||||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (16) and (17) | ||||
| (viii) | Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts | Paragraph (3) | ||||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), and (5) | ||||
| (x) | Limitation upon the liability of the Depositary | Paragraph (14) | ||||
| (3) | Fees and Charges | Paragraph (7) | ||||
Item 2. AVAILABLE INFORMATION
| Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|||||
|---|---|---|---|---|---|---|
| (b) | Statement that Rinker Group Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Securities and Exchange Commission | Paragraph (8) | ||||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Form of Deposit Agreement. Form of Deposit Agreement dated as of , 2003 among Rinker Group Limited, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as Exhibit (a) to Registration Statement No. 333-109606. | ||
(a)(2) |
Form of Amendment to Deposit Agreement. Form of Amendment to Deposit Agreement, including the Form of American Depositary Receipt, is filed herewith as Exhibit (a)(2). |
||
(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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed as Exhibit (d) to Registration Statement No. 333-109606 and incorporated herein by reference. |
||
(e) |
Certification under Rule 466. Filed herewith as Exhibit (e). |
||
(f) |
Power of Attorney. Previously filed as Exhibit (f) to Registration Statement No. 333-109606 and incorporated herein by reference. |
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 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. |
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, 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 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 Apri1 14, 2005.
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||||
By: |
JPMORGAN CHASE BANK, N.A., as Depositary |
|||
By: |
/s/ JOSEPH M. LEINHAUSER |
|||
| Name: | Joseph M. Leinhauser | |||
| Title: | Vice President | |||
Pursuant to the requirements of the Securities Act of 1933, Rinker Group 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on April 14, 2005.
| RINKER GROUP LIMITED | ||||
By: |
/s/ TOM BURMEISTER |
|||
| Name: | Tom Burmeister | |||
| Title: | Chief Financial Officer | |||
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 capacities indicated as of April 14, 2005.
| Signatures |
Title |
|
|---|---|---|
| * |
David Clarke (Principal Executive Officer and Director) |
|
/s/ TOM BURMEISTER |
Tom Burmeister (Principal Financial and Accounting Officer and Authorized Representative in the United States) |
|
* |
John Morschel Chairman of the Board of Directors |
|
* |
John Arthur Director |
|
* |
Marshall Criser Deputy Chairman, Director |
|
* |
John Ingram Director |
|
* |
Walter Revell Director |
*By: |
/s/ TOM BURMEISTER |
|||||
| Name: | Tom Burmeister | |||||
| Title: | Attorney-in-Fact |
| Exhibit Number |
|
|
|---|---|---|
| (a)(2) | Form of Amendment to Deposit Agreement. | |
| (e) | Rule 466 Certification |