333-210908

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM F-6

REGISTRATION STATEMENT 

Under

THE SECURITIES ACT OF 1933

 

For American Deposita ry Shares Evidenced by America n Depositary Receipts

_________________________

 

Shionogi & Co., Ltd.

(Exact name of Issuer of deposited securities as specified in its charter)

 

Japan

(Jurisdiction of Incorporation or organizat ion of Issuer)

_________________________

 

JPMorgan Chase Bank, N.A.

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11, New York, New York 10179

Tel. No.: (800) 990-1135

(Address, including zip cod e, and telephone number of dep ositary's principal offices)

_________________________

 

JPMorgan Chase Bank, N.A.

ADR Department

383 Madison Avenue, Floor 11

New York, New York 10179

Tel. No.: (800) 990-1135

(Address, including z ip code, and telephone number of agent for service)

_________________________

 

Copy to:

 

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates, LLP

570 Lexington Avenue, Suite 2405

New York, New York 10022

 

It is proposed that this filing become effective under Rule 466

 

  ☐ immediately upon filing ☒ on February 26, 2019 at 8:30 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 one-fourth of one share of common stock of Shionogi & Co., Ltd.

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

         
  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 (11)

 

I- 1

 

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

 

I- 2

 

PART II