SEC Info - JPMorgan Chase Bank, N.A. - ADR Depositary - ‘F-6’ on 10/9/15 re: Mesoblast Ltd

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JPMorgan Chase Bank, N.A. - ADR Depositary – ‘F-6’ on 10/9/15 re: Mesoblast Ltd

On: Friday, 10/9/15, at 5:20pm ET · Accession #: 1193805-15-1696 · File #: 333-207378

Previous ‘F-6’: ‘F-6’ on 8/3/15 · Next: ‘F-6’ on 10/29/15 · Latest: ‘F-6’ on 5/7/24 · 15 References:

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

10/09/15  JPMorgan Chase Bank N… Depositary F-6                    3:354K Mesoblast Ltd                     E-Data Systems, Inc./FA

Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately) — Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6         Registration of Depositary Shares Evidenced by      HTML     54K 
                          American Depositary Receipts (Not                      
                          Effective Immediately)                                 
 2: EX-99.(A)   Miscellaneous Exhibit                               HTML    147K 
 3: EX-99.(D)   Miscellaneous Exhibit                               HTML     11K

F-6 — Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)

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

Unassociated Document

As filed with the U.S. Securities and Exchange Commission on October 9, 2015

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

Mesoblast Limited

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

n/a

(Translation of issuer's name into English)

Commonwealth of Australia

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

4 New York Plaza, Floor 12, New York, New York 10004

Telephone (800) 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

____________________

Mesoblast Inc.

Level 3, 505 5th Ave.

New York, New York 10017

Telephone: (212) 880-2060

(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP

570 Lexington Avenue, Suite 2405

New York, New York 10022

(212) 319-7600

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 (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing five ordinary shares of Mesoblast Limited	50,000,000 American Depositary Shares	$0.05	$2,500,000	$251.75

(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 American Depositary 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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.

CROSS REFERENCE SHEET

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 and bottom of face of American Depositary Receipt

(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	Paragraph (12)

	(iii)	Collection and distribution of dividends	Paragraphs (4), (5), (7) and (10)

	(iv)	Transmission of notices, reports and proxy soliciting material	Paragraphs (3), (8) and (12)

	(v)	Sale or exercise of rights	Paragraphs (4), (5) and (10)

	(vi)	Deposit or sale of securities resulting from dividends, splits or plans of reorganization	Paragraphs (4), (5), (10) and (13)

	(vii)	Amendment, extension or termination of the Deposit Agreement	Paragraphs (16) and (17)

	(viii)	Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs	Paragraph (3)

	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Paragraphs (1), (2), (4), and (5)

	(x)	Limitation upon the liability of the Depositary	Paragraph (14)

(3)	Fees and Charges		Paragraph (7)

Item 2.		AVAILABLE INFORMATION

		Public reports furnished by issuer	Paragraph (8)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)

Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of , 2015 among Mesoblast Limited, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of ADRs issued thereunder (the “Deposit Agreement”), including the Form of American Depositary Receipt, is 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 issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

(d)

Opinion of Ziegler, Ziegler & Associates LLP, 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 thirty days before any change in the fee schedule.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, 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 October 9, 2015.

	Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

	JPMORGAN CHASE BANK, N.A., as Depositary

	By:	/s/ *Gregory A. Levendis*
		Name: Gregory A. Levendis
		Title: Executive Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Mesoblast 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 on Form F-6 to be signed on its behalf by the undersigned in Australia, thereunto duly authorized, on October 9, 2015.

	Mesoblast Limited

	By:	/s/ *Silviu Itescu*
		Name: Silviu Itescu
		Title: Executive Director and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Silviu Itescu and Paul Hodgkinson, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on October 9, 2015, in the capacities indicated.

SIGNATURES

Signature		Title

/s/ *Dr. Silviu Itescu*		Executive Director and Chief Executive Officer
Dr. Silviu Itescu

/s/ *Brian Jamieson*		Non-Executive Chairman of the Board of Directors
Brian Jamieson

/s/ *Paul Hodgkinson*		Chief Financial Officer
Paul Hodgkinson

		Non-Executive Director
William M. Burns

/s/ *Donal O'Dwyer*		Non-Executive Director
Donal O'Dwyer

		Non-Executive Director
Eric A. Rose

/s/ *Michael Spooner*		Non-Executive Director
Michael Spooner

		Non-Executive Director
Ben-Zion Weiner

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Mesoblast Limited has signed this Registration Statement in New York, New York, on October 9, 2015.

Authorized U.S. Representative

By:	/s/ *Michael Schuster*
	Name: Michael Schuster Title: New Product & Technology Evaluation, Investor Relations

INDEX TO EXHIBITS

Exhibit Number

(a)	Form of Deposit Agreement.

(d)	Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘F-6’ Filing	Date	Other Filings

Filed on:	10/9/15	None on these Dates
		List all Filings

15 Subsequent Filings that Reference this Filing

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

 4/16/24  Mesoblast Ltd.                    F-3                    4:500K                                   EdgarAgents LLC/FA
 5/18/23  Mesoblast Ltd.                    F-3                    4:415K                                   EdgarAgents LLC/FA
 3/24/23  Mesoblast Ltd.                    F-3                    4:545K                                   EdgarAgents LLC/FA
12/20/22  Mesoblast Ltd.                    S-8 POS    12/20/22    5:957K                                   EdgarAgents LLC/FA
12/20/22  Mesoblast Ltd.                    S-8 POS    12/20/22    5:957K                                   EdgarAgents LLC/FA
12/20/22  Mesoblast Ltd.                    S-8 POS    12/20/22    5:957K                                   EdgarAgents LLC/FA
12/20/22  Mesoblast Ltd.                    S-8 POS    12/20/22    5:957K                                   EdgarAgents LLC/FA
12/20/22  Mesoblast Ltd.                    S-8 POS    12/20/22    5:957K                                   EdgarAgents LLC/FA
12/20/22  Mesoblast Ltd.                    F-3                    5:1.2M                                   EdgarAgents LLC/FA
12/20/22  Mesoblast Ltd.                    POS AM                 4:1.2M                                   EdgarAgents LLC/FA
 9/30/22  Mesoblast Ltd.                    S-8         9/30/22    4:110K                                   EdgarAgents LLC/FA
 8/31/22  Mesoblast Ltd.                    F-3                    4:449K                                   EdgarAgents LLC/FA
 1/24/22  Mesoblast Ltd.                    F-3ASR      1/24/22    3:560K                                   EdgarAgents LLC/FA
 4/07/21  Mesoblast Ltd.                    F-3ASR      4/07/21    3:398K                                   EdgarAgents LLC/FA
 3/23/21  Mesoblast Ltd.                    F-3ASR      3/23/21    3:456K                                   EdgarAgents LLC/FA

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Filing Submission 0001193805-15-001696 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)