As filed with the Securities and Exchange Commission on June 4, 2007
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES
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BHP BILLITON LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
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[N/A]
(Translation of issuer's name into English)
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Australia
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10022
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Earl Moore
1350 Post Oak Bouelvard,
Suite 156
Houston, Texas 77056
(713) 961-8414
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Christopher J. Kell, Esq. Herman H. Raspe, Esq.
Skadden, Arps, Slate, Patterson Belknap Webb & Tyler LLP
Meagher & Flom 1133 Avenue of the Americas
Level 13, New York, New York 10036
131 Macquarie Street
Sydney, New South
Wales 2000,
Australia
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each
representing two (2) ordinary
shares of BHP Billiton Limited 100,000,000 $5.00 $5,000,000.00 $153.50
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* Each unit represents 100 American Depositary Shares.
** 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 American Depositary Shares.
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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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
This Registration Statement may be executed in any number of counterparts,
each of which shall be deemed an original, and all of such counterparts
together shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be retrieved from the Commission's website
(www.sec.gov), and can be inspected by holders of ADSs and copied at public
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal executive office of the depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Second Amended and Restated
Deposit Agreement filed as Exhibit (a) to this Registration Statement on
Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Second Amended and Restated Deposit Agreement, by and among
BHP Billiton Limited (the "Company"), Citibank, N.A., as depositary
(the "Depositary"), and all Holders and Beneficial Owners of
American Depositary Shares issued thereunder ("Deposit Agreement").
-- Filed herewith as Exhibit (a).
(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. --
None.
(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. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
ADSs, 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 an ADS thirty (30) days before any change
in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Second Amended and Restated Deposit Agreement, by and among BHP Billiton
Limited, Citibank, N.A., as depositary, and all Holders and Beneficial Owners
from time to time of American Depositary Shares to be issued thereunder,
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
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 the 4th day of June,
2007.
Legal entity created by the Second
Amended and Restated Deposit Agreement
under which the American Depositary
Shares registered hereunder are to be
issued, each American Depositary Share
representing two (2) ordinary shares of
BHP Billiton Limited.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susan A. Lucanto
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Name: Susan A. Lucanto
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
BHP Billiton 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
Registration Statement on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Melbourne, Australia, on May 31, 2007.
BHP BILLITON LIMITED
By: /s/ Karen Wood
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Name: Karen Wood
Title: Chief Governance Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Karen Wood to act as his/her true and
lawful attorney-in-fact and agent, with full power of substitution, for him/her
and in his/her name, place and stead, in any and all such capacities, to sign
any and all amendments, including post-effective amendments, and supplements to
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the United States 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 s/he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his/her 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 on Form F-6 has been signed by the following persons
in the following capacities on May 31, 2007.
Signature
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/s/ Charles Goodyear
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Charles Goodyear
(Principal Executive Officer)
/s/ Alex Vanselow
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Alex Vanselow
(Principal Financial Officer)
/s/ Nigel Chadwick
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Nigel Chadwick
(Principal Accounting Officer/Controller)
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Paul Anderson
(Director)
/s/ Don Argus
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Don Argus
(Director)
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David Brink
(Director)
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John Buchanan
(Director)
/s/ Carlos Cordeiro
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Carlos Cordeiro
(Director)
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David Crawford
(Director)
/s/ Jacques Nasser
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Jacques Nasser
(Director)
/s/ John Schubert
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John Schubert
(Director)
/s/ E. Gail de Planque
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Gail de Planque
(Director)
/s/ Charles Goodyear
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Charles Goodyear
(Director)
/s/ David Jenkins
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David Jenkins
(Director)
/s/ Marius Kloppers
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Marius Kloppers
(Director)
/s/ Chris Lynch
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Chris Lynch
(Director)
Authorized Representative in the U.S.
/s/ Earl K. Moore
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of Second Amended and Restated
Deposit Agreement
(d) Opinion of counsel to the Depositary