SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CERTIFICATION
OF A FOREIGN PRIVATE ISSUER'S TERMINATION OF
REGISTRATION
OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF
THE
DUTY
TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
Commission File
Number: 001-31823
(Exact
name of registrant as specified in its charter)
Level 8, Tower B, 799 Pacific Highway
Chatswood NSW 2067, Australia
Telephone: +61 2 9412 6600
(Address,
including zip code, and telephone number, including area code, of registrant's
principal executive offices)
American
Depositary Shares, each representing the right to receive five Ordinary
Shares
(Title
of each class of securities
covered by this Form)
Place
an
X in the appropriate box(es) to indicate the provision(s) relied upon to
terminate
the
duty
to file reports under the Securities Exchange Act of 1934:
Rule 12h-6(a) ý Rule
12h-6(c) ¨
Rule 12h-6(b) ¨ Rule
12h-6(h) ¨
Unless
the context otherwise indicates, references in this Form 15F to “we”, “us”,
“our”, “Rinker” or the “Company” are to Rinker Group Limited.
PART
I
Item
1. Exchange Act Reporting History
The
Company first incurred the duty to file reports under the Securities and
Exchange Act of 1934 (the “Exchange Act”) on September 26, 2003.
The
Company has filed or submitted all reports required under the Exchange Act
and
the corresponding Securities and Exchange Commission (the “SEC”) rules for the
12 months preceding the filing of this form. The Company's most recent annual
report on Form 20−F was filed on May 23, 2006.
Item
2. Recent United States Market Activity
The
Company has not offered equity or debt securities in the United States in
a
registered offering under the Securities Act of 1933 (the “Securities
Act”).
Item
3. Foreign Listing and Primary Trading
Market
The
only
trading market for the Company's ordinary shares was the Australian Stock
Exchange ("ASX"), where the shares were traded under the symbol RIN. The
Company's ordinary shares were first listed on the ASX on March 28, 2003
and
were continuously listed on the ASX until they were delisted on August 7,
2007.
The
Company's ADSs (which are evidenced by ADRs), each representing five ordinary
shares, were listed on the NYSE on October 28, 2003 and were delisted from
the
NYSE on August 31, 2007.
Item
4. Comparative Trading Volume Data
Not
Applicable.
Item
5. Alternative Record Holder Information
As
of
August 28, 2007, the Company's ordinary shares were held of record by 6 persons
on a worldwide basis.
Item
6. Debt Securities
Not
applicable.
Item
7. Notice Requirement
The
Company issued a press release on September 6, 2007 disclosing its intent
to
terminate its duty to file reports under the Exchange Act. A copy of
the press
release is attached as Exhibit 1 to this Form 15F. The press release was
disseminated in the United States through BusinessWire.
Item
8. Prior Form 15 Filers
Not
Applicable.
PART
II
Item
9. Rule 12g3−2(b)
The
Company will publish the information required under Rule 12g3−2(b)(1)(iii) on
its website at www.Rinker.com.
PART
III
Item
10. Exhibits
Exhibit
1: Notice of intent to terminate the Company's duty to file reports under
the
Exchange Act.
Item
11. Undertakings
The
undersigned issuer hereby undertakes to withdraw this Form 15F if, at any
time
before the effectiveness of its termination of reporting under Rule 12h−6, it
has actual knowledge of information that causes it reasonably to believe
that,
at the time of the filing of the Form 15F:
1. The
average trading volume of its subject class of securities in the United States
exceeded 5 percent of the average daily trading volume of that class of
securities on a worldwide basis for the same recent 12-month period that
the
issuer used for purposes of Rule 12h−6(a)(4)(i);
2. Its
subject class of securities was held of record by 300 or more United States
residents or 300 or more persons worldwide, if proceeding under Rule
12h−6(a)(4)(ii) or Rule 12h−6(c); or
3. It
otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h−6.
SIGNATURE
Pursuant
to the requirements of the Exchange Act, Rinker has duly authorized the
undersigned person to sign on its behalf this certification on Form 15F. In
so doing, Rinker certifies that, as represented on this Form, it has complied
with all of the conditions set forth in Rule 12h−6 for terminating its
registration under section 12(g) of the Exchange Act, or its duty to file
reports under section 13(a) or section 15(d) of the Exchange Act, or
both.
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RINKER
GROUP LIMITED |
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Date:
September
6, 2007
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By:
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/s/ Ramiro
G. Villarreal Morales |
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Name Ramiro
G. Villarreal
Morales |
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Title
Director |
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