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Deutsche Bank Trust Co Americas/ADR Group – ‘F-6 POS’ on 5/16/14 re: Super Group Ltd/ADR

On:  Friday, 5/16/14, at 2:03pm ET   ·   Effective:  5/16/14   ·   Accession #:  1193805-14-1029   ·   File #:  333-176087

Previous ‘F-6 POS’:  ‘F-6 POS’ on 5/16/14   ·   Next:  ‘F-6 POS’ on 5/28/14   ·   Latest:  ‘F-6 POS’ on 4/1/24

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/16/14  Deutsche Bank Tr Co Americas/… Gp F-6 POS     5/16/14    3:286K Super Group Ltd/ADR               E-Data Systems, Inc./FA

Post-Effective Amendment to an F-6   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6 POS     Post-Effective Amendment to an F-6                  HTML     64K 
 2: EX-99.(A)(2)  Miscellaneous Exhibit                             HTML    120K 
 3: EX-99.(E)   Miscellaneous Exhibit                               HTML      9K

F-6 POS   —   Post-Effective Amendment to an F-6

This is an HTML Document rendered as filed.  [ Alternative Formats ]

  Unassociated Document  
 
  As filed with the United States Securities and Exchange Commission on May 16, 2014   333-176087
UNITED STATES
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 DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
 
Super Group Limited
(Exact name of issuer of deposited securities as specified in its charter)
 
N/A
(Translation of issuer’s name into English)
 
South Africa
(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)
 
Depositary Management Corporation
570 Lexington Avenue, 44th Floor
New York, NY 10022
 (212) 319-4800
 (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  on (Date) at (Time)
  
x   on June 2, 2014 at 8:30 am (EST)
   
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 5 ordinary shares of Super Group Limited
N/A
 
N/A
N/A
N/A
*
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.
 
 
 
 
 
 
 
This Post-Effective Amendment to Registration Statement on Form F-6 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 Amendment to Deposit Agreement filed as Exhibit (a )(2 ) to this Post-Effective Amendment to Registration Statement on Form F-6 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
  
Paragraph (12), (14) and (15)
         
  (v) 
The sale or exercise of rights
  
Paragraph (2), (6), (13), (16) and (21)
         
  (vi) 
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraph (13) and (16)
         
  (vii) 
Amendment, extension or termin­ation of the deposit arrangements
  
Paragraph (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
  
Paragraph (2), (3) and (4)
         
 
 
 
 
 
  (x)     
Limitation upon the liability of the depositary
  
Paragraph (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)
         
Item 2. AVAILABLE INFORMATION
  
Paragraph (12)
 
(a) As set forth in Paragraph (12) of the Form of Receipt constituting the prospectus included herein, Super Group 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.supergroup.co.za) 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 )(1 )
 
Form of Deposit Agreement, dated as of      , 2011, by and among Super Group Limited, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder. – Previously filed.
 
(a)(2)
Form of Amendment to Deposit Agreement (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a )(2 ).
 
(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. – Previously filed.
 
(e) 
Certification under Rule 466. – Filed herewith as Exhibit (e).
 
(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 Super Group 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 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 May 16, 2014 .
   
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing 5 ordinary shares of Super Group Limited
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
  
       
       
 
By: 
 /s/ James Kelly  
   
Name: 
James Kelly
  
   
Title:
Vice President
  
       
 
 
By: 
 /s/ Chris Konopelko  
   
Name: 
Chris Konopelko
  
   
Title:
Director
 
       
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Super 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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Sandton, Republic of South Africa on May 16, 2014 .
 
 
Super Group Limited
  
     
 
By: 
 /s/ Peter Mountford  
 
Name: 
Peter Mountford
  
 
Title:
Chief Executive Officer
  
       
       
 
 
 
  
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on May 16, 2014 .
 
Signatures
  
Capacity
     
/s/ Peter Mountford *
 
Chief Executive Officer and Director
Peter Mountford    
     
/s/ Colin Brown *
 
Chief Financial Officer and Director
Colin Brown
    
     
/s/ Phillip Vallet *
 
Chairman of the Board of Directors
Phillip Vallet
    
     
/s/ David Rose *
 
Independent Non-Executive Director
David Rose
    
     
/s/ Valentine Chitalu *
 
Independent Non-Executive Director
Valentine Chitalu
    
     
/s/ Neill Davies *
 
Independent Non-Executive Director
Neill Davies
    
     
/s/ John Newbury *
 
Independent Non-Executive Director
John Newbury
    
     
/s/Dr.Enos Banda*
 
Independent Non-Executive Director
Dr. Enos Banda
   
     
/s/ George Boychuk *
 
Authorized Representative in the United States
George Boychuk
    
 
*By: /s/Peter Mountford
Name: Peter Mountford
Title:   Power of Attorney
 
 
 
 
 
 
INDEX TO EXHIBITS
 
 
Exhibit Number
  
 
(a )(2 )  Form of Amendment to Deposit Agreement
 
(e)      Rule 466 Certification
 

 
 
 
 
 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-6 POS’ Filing    Date    Other Filings
6/2/14
Filed on / Effective on:5/16/14F-6 POS,  F-6/A
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Filing Submission 0001193805-14-001029   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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