As filed with the Securities and Exchange Commission on October 5, 2010
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Receipts
of
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(A.C.N. 005 357 522)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
VICTORIA, AUSTRALIA
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(F/K/A “THE BANK OF NEW YORK”)
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[x] 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 | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares, each American Depositary Receipt representing Ordinary Shares, of Australia and New Zealand Banking Group Limited. | 100,000,000 American Depositary Receipts | $5.00 | $5,000,000 | $356.50 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Receipts.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis. No. 33-26023).
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of 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
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15, 16 and 18
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and
18
(iv) The transmission of notices, reports and proxy
Articles number 11, 15, 16 and 18
soliciting material
(v) The sale or exercise of rights
Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting from
Articles number 12, 13, 15, 17 and
dividends, splits or plans of reorganization
18
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Articles number 2, 3, 4, 5, 6, 8 and
withdraw the underlying securities
22
(x) Limitation upon the liability of the depositary
Articles number 14, 18, 19 and 21
3. Fees and Charges
Articles number 7 and 8
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of December 9, 1988, as amended and restated as of December 6, 1994, as further amended and restated as of March 28, 2003, as further amended and restated as of July 13, 2007, among Australia and New Zealand Banking Group Limited, The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Letter agreement among Australia and New Zealand Banking Group Limited and The Bank of New York relating to pre-release activities. - Filed herewith as Exhibit 2.
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) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e.
Certification under Rule 466. – Filed herewith as Exhibit 5.
f.
Power of Attorney. – Filed herewith as Exhibit 6.
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 thirty 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 the City of New York, State of New York, on October 5, 2010.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, of Australia New Zealand Banking Group Limited.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Melbourne, Australia on October 5, 2010.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
By: /s/ Peter Ralph Marriott
Name: Peter Ralph Marriott
Title: Chief Financial Officer
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 October 5, 2010.
*
*
________________________________
______________________________
John Powell Morschel
Douglas F Stolberg
Chairman
Chief Executive Officer America
(Authorized U.S. Representative)
*
*
_____________________________
_____________________________
Gregory John Clark
Jeremy John Robson
Director
Deputy Chief Financial Officer
(Principal Accounting Officer)
*
________________________________
/s/ Peter Ralph Marriott
Peter Algernon Franc Hay
Peter Ralph Marriott
Director
Chief Financial Officer
(Principal Financial Officer)
*
*
________________________________
______________________________
Lee Hsien Yang
Michael Roger Pearson Smith
Director
Chief Executive Officer
(Principal Executive Officer)
*
________________________________
Ian John Macfarlane
Director
*
_______________________________
David Edward Meiklejohn
Director
*
________________________________
Alison Mary Watkins
Director
* By: /s/ Peter Ralph Marriott
Peter Ralph Marriott**
Attorney-in fact
** Peter Ralph Marriott is signing for John Powell Morschel, Gregory John Clark, Peter Algernon Franc Hay, Lee Hsien Yang, Ian John Macfarlane,
David Edward Meiklejohn, Alison Mary Watkins, Michael Roger Pearson Smith, Douglas F Stolberg and Jeremy John Robson pursuant to a power of attorney filed as Exhibit 6 to this Registration Statement
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Amended and Restated Deposit Agreement dated as of December 9, 1988, as amended and restated as of December 6, 1994, as further amended and restated as of March 28, 2003, as further amended and restated as of July 13, 2007, among Australia and New Zealand Banking Group Limited, The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder.
1
Letter agreement among Australia and New Zealand Banking Group Limited and The Bank of New York relating to pre-release activities.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.
5
Certification under Rule 466.
6
Power Of Attorney.