As filed with the U.S. Securities and Exchange Commission on February 18, 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
Rio Tinto plc
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
England and Wales
(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 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
Rio Tinto Services Inc.
8309 West 3595 South,
Magma, Utah 84044
Tel. No.: (801) 583-6707
(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
o 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(1) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee |
||||
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing four ordinary shares of Rio Tinto plc | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $588.50 | ||||
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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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 form of Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, 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 centre | ||||
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 | Paragraphs 15, 16 and 18 | ||||
(iii) | Collection and distribution of dividends | Paragraphs 4, 12, 14 and 18 | ||||
(iv) | Transmission of notices, reports and proxy soliciting material | Paragraphs 7, 12, 15, 16 and 17 | ||||
(v) | Sale or exercise of rights | Paragraphs 14, 15 and 18 | ||||
(vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs 13, 15, 17 and 18 | ||||
(vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs 20 and 21 | ||||
(viii) | Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts | Paragraph 12 | ||||
(ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs 2, 3, 4, 5, 6, 9 and 22 | ||||
(x) | Limitation upon the liability of the Depositary | Paragraphs 14, 18, 19 and 21 | ||||
(3) | Fees and Charges | Paragraphs 8 and 9 |
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|||||
---|---|---|---|---|---|---|
(b) | Statement that Rio Tinto plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. | Paragraph 12 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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 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 February 17, 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 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Rio Tinto plc 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 London on 17 February 2005.
RIO TINTO PLC |
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By: |
/s/ Anette V Lawless |
|
Name: | Anette V Lawless | |
Title: | Secretary |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Paul D. Skinner and Guy R. Elliot, and each of them severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she may or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, 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 has been signed by the following persons in the capacities and on the dates indicated:
Signature |
Title |
Date |
||
---|---|---|---|---|
/s/ Paul D. Skinner Paul D. Skinner |
Chairman |
February 17, 2005 |
||
/s/ R. Leigh Clifford R. Leigh Clifford |
Chief Executive |
February 17, 2005 |
||
/s/ Guy R. Elliot Guy R. Elliot |
Finance Director |
February 17, 2005 |
||
Sir Richard V. Giordano |
Deputy Chairman and Senior Non-Executive Director |
February , 2005 |
||
Leon A. Davis AO |
Deputy Chairman and Non-Executive Director |
February , 2005 |
||
Dr Ashton T. Calvert AC |
Non-Executive Director |
February , 2005 |
||
/s/ Sir David C. Clementi Sir David C. Clementi |
Non-Executive Director |
February 17, 2005 |
||
Vivienne Cox |
Non-Executive Director |
February , 2005 |
||
/s/ Richard R. Goodmanson Richard R. Goodmanson |
Non-Executive Director |
February 17, 2005 |
||
Andrew F.J. Gould |
Non-Executive Director |
February 17, 2005 |
||
/s/ Lord Kerr Lord Kerr |
Non-Executive Director |
February 17, 2005 |
||
/s/ David L. Mayhew David L. Mayhew |
Non-Executive Director |
February 17, 2005 |
||
John P. Morschel |
Non-Executive Director |
February , 2005 |
||
/s/ Sir Richard B. Sykes Sir Richard B. Sykes |
Non-Executive Director |
February 17, 2005 |
||
/s/ Shannon S. Crompton Shannon S. Crompton |
Authorized Representative in the United States |
February 17, 2005 |
Exhibit Number |
|
|
---|---|---|
(a) | Form of Amendment to Deposit Agreement. | |
(d) |
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |