As filed with the United States Securities and Exchange Commission on August 25, 2016
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
 
Aurizon Holdings Limited
(A.C.N. 146 335 622)
(Exact name of issuer of deposited securities as specified in its charter)
 
N/A
(Translation of issuer’s name into English)
 
Queensland, Australia
(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
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
Law Debenture Corporate Services Inc
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
 
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*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing four ordinary shares of Aurizon Holdings Limited
50,000,000
 
$0.05
$2,500,000
$251.75
 
*
Each unit represents one American Depositary Share.
**
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 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 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.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
PROSPECTUS
 
The prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
 
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
 
CROSS REFERENCE SHEET
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
     
1. Name of depositary and address of its principal executive office  
Face of Receipt, Introductory article and bottom center
       
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 one American Depositary Share
 
Face of Receipt, Upper right corner
         
  (ii)
The procedure for voting, if any, the deposited securities
 
Paragraph (15)
         
  (iii)
The collection and distribution of dividends
 
Paragraph (13)
         
  (iv)
The transmission of notices, reports and proxy soliciting material
 
Paragraphs (12), (14) and (15)
         
  (v)
The sale or exercise of rights
 
Paragraphs (2), (6), (13), (16) and (21)
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (13) and (16)
         
  (vii)
Amendment, extension or termin­ation of the deposit arrangements
 
Paragraphs (20) and (21) (no provision for extensions)
         
  (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) and (4)
 
 
 
 
 
  (x)
Limitation upon the liability of the depositary
 
Paragraphs (6), (10), (15), (16), (17), (18) and (21)
         
3. Fees and charges which may be imposed directly or indirectly against holders of Receipts  
Paragraph (9)
         
I tem 2.
AVAILABLE INFORMATION
 
Paragraph (12)
 
(a) As set forth in Paragraph (12) of the Form of Receipt constituting the prospectus included herein, Aurizon Holdings Limited publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934") on its Internet Web site (http://www.aurizon.com.au/) or through an electronic information delivery system generally available to the public in its primary trading market.
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a)
Form of Deposit Agreement, dated as of        , 2016, by and among Aurizon Holdings Limited, Deutsche Bank Trust Company Americas, as depositary (the “ Depositary ”), and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – 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 Company in effect at any time within the last three years. – Not Applicable.
 
(d)
Opinion of 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)
Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.
 
 
 
 
 
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 30 days before any change in the fee schedule.
 
 
 
 
 
SIGNATURES
 
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 Deposit Agreement, by and among Aurizon Holdings Limited, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts 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 August 24 ,2016.
 
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing four ordinary shares of Aurizon Holdings Limited
 
     
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
 
       
 
By:
/s/ Christopher Konopelko
 
    Name: Christopher Konopelko  
    Title:   Director  
       
  By:
/s/ James Kelly
 
    Name: James Kelly  
    Title:   Vice President  
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Aurizon Holdings 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, in Queensland, Australia on August 24, 2016.
 
 
Aurizon Holdings Limited
 
       
 
By:
/s/ Lance Hockridge  
  Name:  Lance Hockridge  
  Title: Chief Executive Officer  
 
Know all persons by these presents that each person whose signature appears below in this form constitutes and appoints Lance Hockridge and Keith Neate, jointly and severally, his or her true lawful attorneys-in-fact and agents with full and several power of substitution and resubstitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments and supplements to this Registration Statement and any registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their 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 indicated on August 24, 2016.
 
Signatures
 
Capacity
     
/s/ Tim Poole
 
Non-Executive Chairman of the Board of Directors
Tim Poole    
     
/s/ Lance Hockridge
 
Chief Executive Officer and Managing Director
Lance Hockridge
   
     
/s/ Keith Neate
 
Chief Financial Officer and Principal Accounting Officer
Keith Neate
   
     
/s/ Russell Caplan
 
Director
Russell Caplan
   
     
/s/ John Cooper
 
Director
John Cooper
   
     
/s/ Michael Fraser
 
Director
Michael Fraser
   
     
   
Director
Karen Field
   
     
/s/ Sam Lewis
 
Director
Sam Lewis
   
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
 
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Aurizon Holdings Limited, has signed this registration statement or amendment thereto in New York on August 24, 2016.
 
 
Authorized U.S. Representative
 
       
 
By:
/s/ Giselle Manon  
    Name: Giselle Manon  
    Title: Service of Process Officer  
 
 
 
 

INDEX TO EXHIBITS
 
Exhibit Number
 
(a)  Form of Deposit Agreement
 
(d)  Opinion of counsel to the Depositary
 
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