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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/05/22 Bank of New York/ADR Division F-6 POS 1/05/22 2:272K Lendlease Corp. Ltd./ADR Emmet Marvin & Mart… LLP |
Document/Exhibit Description Pages Size
1: F-6 POS Post-Effective Amendment of an 'F-6EF' HTML 37K
Registration
2: EX-1 Form of Amended and Restated Deposit Agreement HTML 158K
As filed with the Securities and Exchange Commission on January 5, 2022. Registration No. 333-171018
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 Depositary Shares
LENDLEASE CORPORATION LIMITED
ABN 32 000 226 228
(FORMERLY KNOWN AS LEND LEASE CORPORATION LIMITED)
LENDLEASE RESPONSIBLE ENTITY LIMITED
ABN 72 122 883 185
in its capacity as responsible entity and trustee of LENDLEASE TRUST
ARSN 128 052 595
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Australia
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York Mellon
Legal Department
240 Greenwich Street
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
(212) 238-3032
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. [ ]
C:
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
C:
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
|
Item Number and Caption
|
Location in Form of Receipt
|
|
Introductory Article |
|
Face of Receipt, top center |
|
Terms of Deposit:
|
|
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
| (iii) The collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 |
| (iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
| (v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and 8 |
| (x) Limitation upon the liability of the depositary | Articles number 14, 18, 21 and 22 |
| 3. Fees and Charges | Articles number 7 and 8 |
Item - 2. Available Information
| Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
| a. | Form of Amended and Restated Deposit Agreement dated as of ____________, 2022 among Lendlease Corporation Limited, Lendlease Responsible Entity Limited, in its capacity as responsible entity and trustee of Lendlease Trust, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1. |
| b. | Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - 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. – See (a) above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously. |
e. Certification under Rule 466. – Not Applicable.
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 depositary shares, 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 depositary shares thirty days before any change in the fee schedule.
C:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 January 5, 2022.
Legal entity created by the agreement for the issuance of depositary shares representing stapled securities, consisting of ordinary shares of Lendlease Corporation Limited and units of Lendlease Trust.
| By: | The Bank of New York Mellon | |
| As Depositary | ||
| By: |
/s/ Robert W. Goad | |
| Name: | Robert W. Goad | |
| Title: | Managing Director | |
C:
Pursuant to the requirements of the Securities Act of 1933, Lendlease Corporation Limited has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Barangaroo, Australia, on January 5, 2022.
| Landlease Corporation Limited | |
| By: | /s/ Karen Marie Pedersen |
| Name: | Karen Marie Pedersen |
| Title: | Attorney |
| By: | /s/ Wendy Lee |
| Name: | Wendy Lee |
| Title: | Attorney |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on January 5, 2022.
| /s/ Anthony Lombardo | Managing Director and Chief Executive Officer |
| Anthony Lombardo | (principal executive officer) |
| /s/ Simon Dixon | Chief Financial Officer |
| Simon Dixon | (principal financial officer) |
| /s/ Simon Benson | Group Chief Accountant |
| Simon Benson | (principal accounting officer) |
| /s/ Michael J. Ullmer AO | Director and Chairman |
| Michael J. Ullmer AO | |
| /s/ Jane S. Hemstritch | Director |
| Jane S. Hemstritch | |
| /s/ Nicola M. Wakefield Evans | Director |
| Nicola M. Wakefield Evans | |
| /s/ David P. Craig | Director |
| David P. Craig | |
| /s/ Philip M. Coffey | Director |
| Philip M. Coffey | |
| /s/ Elizabeth M. Proust | Director |
| Elizabeth M. Proust | |
| /s/ Robert Welanetz | Director |
| Robert Welanetz | |
| /s/ Denis Hickey | Authorized Representative in the United States |
| Denis Hickey |
C:
Pursuant to the requirements of the Securities Act of 1933, Lendlease Responsible Entity Limited, in its capacity as the responsible entity and trustee of Lendlease Trust, has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Barangaroo, Australia, on January 5, 2022.
| Landlease Responsible Entity Limited | |
| By: | /s/ Karen Marie Pedersen |
| Name: | Karen Marie Pedersen |
| Title: | Attorney |
| By: | /s/ Wendy Lee |
| Name: | Wendy Lee |
| Title: | Attorney |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on January 5, 2022..
| /s/ Anthony Lombardo | Managing Director and Chief Executive Officer |
| Anthony Lombardo | (principal executive officer) |
| /s/ Simon Dixon | Chief Financial Officer |
| Simon Dixon | (principal financial officer) |
| /s/ Simon Benson | Group Chief Accountant |
| Simon Benson | (principal accounting officer) |
| /s/ Michael J. Ullmer AO | Director and Chairman |
| Michael J. Ullmer AO | |
| /s/ Jane S. Hemstritch | Director |
| Jane S. Hemstritch | |
| /s/ Nicola M. Wakefield Evans | Director |
| Nicola M. Wakefield Evans | |
| /s/ David P. Craig | Director |
| David P. Craig | |
| /s/ Philip M. Coffey | Director |
| Philip M. Coffey | |
| /s/ Elizabeth M. Proust | Director |
| Elizabeth M. Proust | |
| /s/ Robert Welanetz | Director |
| Robert Welanetz | |
| /s/ Denis Hickey | Authorized Representative in the United States |
| Denis Hickey |
C:
|
Exhibit Number |
Exhibit | |
| 1 | Form of Amended and Restated Deposit Agreement dated as of __________, 2022, among Lendlease Corporation Limited, Lendlease Responsible Entity Limited, in its capacity as responsible entity and trustee of Lendlease Trust, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. | |
| This ‘F-6 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 1/5/22 | None on these Dates | ||
| List all Filings | ||||