Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
March 31 2017 - 4:28PM
Edgar (US Regulatory)
333-166078
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE AMENDMENT TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced
by American Depositary Receipts
____________________
JXTG Holdings Inc.
(Exact name of Issuer of deposited securities
as specified in its charter)
Japan
(Jurisdiction of Incorporation or organization
of Issuer)
____________________
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in
its charter)
60 Wall Street, New York, New York 10005
Tel. No.: (212) 250-9100
(Address, including zip code, and telephone
number of depositary's principal offices)
____________________
DEUTSCHE BANK TRUST
COMPANY AMERICAS
60 Wall Street
New
York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone
number of agent for service)
____________________
Copy to:
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New
York, New York 10005
It is proposed that
this filing become effective under Rule 466
☐
immediately upon filing ☒ on April 3, 2017 at
8:00 am (EST)
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 of
Securities to be Registered
|
Amount
to be Registered
|
Proposed Maximum
Offering
Price Per Unit (1)
|
Proposed Maximum
Aggregate Offering
Price (2)
|
Amount of
Registration Fee
|
|
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two shares
of common stock of JXTG Holdings Inc.
|
n/a
|
n/a
|
n/a
|
n/a
|
(1) Each unit represents one American
Depositary Share.
(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 such Receipts evidencing such American Depositary
Shares.
PART I
INFORMATION REQUIRED IN
PROSPECTUS
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 center
|
|
|
|
|
|
|
|
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
|
|
Articles
(12) and (14)
|
|
|
|
|
|
|
|
|
(iii)
|
Collection
and distribution of dividends
|
|
Article
(13)
|
|
|
|
|
|
|
|
|
(iv)
|
Transmission
of notices, reports and proxy soliciting material
|
|
Articles
(11) and (12)
|
|
|
|
|
|
|
|
|
(v)
|
Sale
or exercise of rights
|
|
Articles
(13) and (14)
|
|
|
|
|
|
|
|
|
(vi)
|
Deposit
or sale of securities resulting from dividends, splits or plans of reorganization
|
|
Articles
(13) and (16)
|
|
|
|
|
|
|
|
|
(vii)
|
Amendment,
extension or termination of the Deposit Agreement
|
|
Articles
(18) and (19)
|
|
|
|
|
|
|
|
|
(viii)
|
Rights
of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
|
|
Article
(3)
|
|
|
|
|
|
|
|
|
(ix)
|
Restrictions
upon the right to deposit or withdraw the underlying securities
|
|
Articles
(1), (2), (4), (6), (15), (16) and (17)
|
|
|
|
|
|
|
|
|
(x)
|
Limitation
upon the liability of the Depositary
|
|
Introductory
paragraph and Articles (1), (2), (4), (7), (16) and (17)
|
|
|
|
|
|
|
|
(3)
|
Fees
and Charges
|
|
Article
(20)
|
Item 2. AVAILABLE
INFORMATION
|
Item
Number and Caption
|
|
Location in Form of American
Depositary
Receipt Filed Herewith as Prospectus
|
|
|
|
|
|
(a) Statement that as of the date of the
establishment
of the program for issuance of Receipts by the Depositary, the Depositary had a good faith belief (after limited investigation),
that the issuer of the Deposited Securities publishes information in English required to maintain the exemption from registration
under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (with the location of such Internet Web
site) or through an electronic information delivery system generally available to the public in its primary trading market
|
|
Article (9)
|
Prospectus
THIS PAGE AND THE
FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY
RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy
of Agreement - The Agreement between Deutsche Bank Trust Company Americas, as depositary (the "Depositary"), and all
holders from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained
in the form of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement.
(b) Any
other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody
of the deposited securities represented thereby. - None.
(c) Any
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 to the Depositary as to the legality of the securities to be registered. Previously filed.
(e) Certification
under Rule 466.
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 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 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 a Receipt thirty days before any
change in the fee schedule.
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity
created by the agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that
all of the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to 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 March 24, 2017.
|
|
Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American
Depositary Shares for shares of the foreign private issuer whose name is set forth on the facing page of this Registration Statement
on Form F-6
|
|
|
|
|
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By:
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, Depositary
|
|
|
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|
|
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By:
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/s/ Michael Curran
|
|
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Name:
|
Michael Curran
|
|
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Title:
|
Vice President
|
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By:
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/s/ Michael Fitzpatrick
|
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Name:
|
Michael Fitzpatrick
|
|
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Title:
|
Vice President
|
INDEX TO EXHIBITS
Exhibit
Number
|
(a)
|
Form
of ADR
|
|
|
(e)
|
Rule 466 Certification
|
|
|
|
|
|
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