As filed with the U.S. Securities and Exchange Commission on October 9, 2003
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 Depositary Shares Evidenced by American Depositary Receipts
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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
(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)
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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. John O'Connor, Esq.
Ziegler, Ziegler & Associates LLP Waldo D. Jones, Jr., Esq.
570 Lexington Avenue, 44th Floor Sullivan & Cromwell LLP
New York, New York 10022 125 Broad Street
(212) 319-7600 New York, New York 10004
(212) 558-4000
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. __
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount aggregate price per aggregate offering Amount of
Securities to be registered to be registered unit (1) price (2) registration fee
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American Depositary Shares evidenced by 100,000,000 $5.00 $5,000,000 $405
American Depositary Receipts, each American American
Depositary Share representing 10 ordinary Depositary
shares of Rinker Group Limited Shares
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(1) Each Unit represents 100 American Depositary Shares.
(2) 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 Receipts evidencing American Depositary
Shares.
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.
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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
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
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory paragraph
(2) Title of American Depositary Receipts and identity Face of American Depositary Receipt, top center
of deposited securities
Terms of Deposit:
(i) Amount of deposited securities represented Face of American Depositary Receipt, upper right
by one unit of American Depositary Shares corner
(ii) Procedure for voting, if any, the deposited Paragraph (12)
securities
(iii) Collection and distribution of dividends Paragraphs (4), (5), (7) and (10)
(iv) Transmission of notices, reports and proxy Paragraphs (3), (8) and (12)
soliciting material
(v) Sale or exercise of rights Paragraphs (4), (5) and (10)
(vi) Deposit or sale of securities resulting from Paragraphs (4), (5), (10) and (13)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the Paragraphs (16) and (17)
Deposit Agreement
(viii) Rights of holders of receipts to inspect the Paragraph (3)
transfer books of the Depositary and the list
of Holders of receipts
(ix) Restrictions upon the right to deposit or Paragraphs (1), (2), (4), and (5)
withdraw the underlying securities
(x) Limitation upon the liability of the Paragraph (14)
Depositary
(3) Fees and Charges Paragraph (7)
Item 2. AVAILABLE INFORMATION
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
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(b) Statement that Rinker Group Limited is subject to the Paragraph (8)
periodic reporting requirements of the Securities
Exchange Act of 1934, as amended, and,
accordingly, files certain reports with the
Securities and Exchange Commission
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement. Form of Deposit Agreement dated as of
, 2003 among Rinker Group Limited, JPMorgan Chase Bank,
as depositary (the "Depositary"), and all holders from time to time
of ADRs issued thereunder (the "Deposit Agreement"), including the
Form of American Depositary Receipt, is 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. 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.
Filed herewith as Exhibit (d).
(e) Certification under Rule 466. Not applicable.
(f) Power of Attorney. Filed herewith as Exhibit (f).
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.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
JPMorgan Chase Bank, 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 October 9, 2003.
Legal entity created by the form of
Deposit Agreement for the issuance
of ADRs evidencing American
Depositary Shares
By: JPMORGAN CHASE BANK, as Depositary
By: /s/Joseph M. Leinhauser
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Name: Joseph M. Leinhauser
Title: Vice President
SIGNATURES
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on October 9, 2003.
RINKER GROUP LIMITED
By: /s/Tom Burmeister
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Name: Tom Burmeister
Title: Chief Financial Officer
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 indicated as of October 9, 2003.
Signatures Title
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* 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
------------------------------- Director
* John Ingram
------------------------------- Director
* Walter Revell
------------------------------- Director
By: /s/ Tom Burmeister
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Name: Tom Burmeister
Title: Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a) Form of Deposit Agreement.
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the
Depositary, as to the legality of the securities to be registered.
(f) Power of Attorney