SEC Info - Deutsche Bank Trust Co. Americas/ADR Group - ‘F-6’ on 8/2/23 re: Anteris Technologies Ltd.

As filed with the Securities and Exchange Commission on August 2, 2023

Registration No. 333-

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

___________

Anteris Technologies Limited

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

___________

Not Applicable

(Translation of issuer’s name into English)

___________

Commonwealth of Australia

(Jurisdiction of incorporation or organization of issuer)

______________________________

Deutsche Bank Trust Company Americas

(Exact name of depositary as specified in its charter)

__________

1 Columbus Circle

New York, New York 10019

+1 (212) 250-9100

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

___________

Anteris Technologies Corporation

Suite 340, 860 Blue Gentian Road

Eagan, MN 55121

+1 (651) 493-0606

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

______________________________

Copies to:

Andrew Reilly

Rimôn

Level 10, 20 Martin Place

Sydney, NSW 2000, Australia

andrew.reilly@rimonlaw.com

Melissa Butler, Esq.

White & Case LLP

5 Old Broad Street

London EC2N 1DW

United Kingdom

+44 20 7532 1502

______________________________

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: ☐

______________________________

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, each representing one ordinary share of Anteris Technologies Limited.	50,000,000 American Depositary Shares	$0.05	$2,500,000	$275.50

¹	For the purpose of this table only the term "unit" is defined as 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 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, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange 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

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to this registration statement and is incorporated herein by reference.

Item 1.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Required Information			Location in Form of Receipt Filed Herewith as Prospectus

1.	Name of depositary and address of its principal executive office		Face of Receipt – introductory paragraph

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 (“ADS”)	Face of Receipt – upper right corner

	(ii)	The procedure for voting the deposited securities	Reverse of Receipt – Articles 14 and 15

	(iii)	The procedure for collecting and distributing dividends	Reverse of Receipt – Articles 13 and 14

	(iv)	The procedures for transmitting notices, reports and proxy soliciting material	Face of Receipt – Article 12; Reverse of Receipt – Articles 14 and 15

	(v)	The sale or exercise of rights	Reverse of Receipt – Articles 13 and 14

	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Face of Receipt – Articles 3, 6 and 9; Reverse of Receipt – Articles 13 and 16

	(vii)	Amendment, extension or termination of the deposit arrangements	Reverse of Receipt – Articles 20 and 21 (no provision for extension)

	(viii)	The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts	Face of Receipt – Article 12

	(ix)	Restrictions upon the right to transfer or withdraw the underlying securities	Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10; Reverse of Receipt – Article 22

	(x)	Limitation on the depositary’s liability	Face of Receipt – Article 10; Reverse of Receipt – Articles 15, 16, 17 and 18

3.	Fees and charges that a holder of Receipts may have to pay, either directly or indirectly	Face of Receipt – Article 9

4.	Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities	Face of Receipt – Article 9

Item 2.

AVAILABLE INFORMATION

As set forth in Article (12) of the Form of Receipt constituting the prospectus included herein, Anteris Technologies 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, on its Internet Web site 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, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”). — Filed herewith as Exhibit (a).

	(b)	Any other agreement to which the Depositary is a party relating to the issuance of the ADSs 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 White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).

	(e)	Certification under Rule 466. — Not applicable.

	(f)	Powers of attorney for certain officers and directors 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 ADRs, 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 amount of fees charged is 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 ADR thirty (30) days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 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, United States of America, on August 2, 2023.

Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares of Anteris Technologies Limited.

Deutsche Bank Trust Company Americas, as Depositary


By:	/s/ *Michael Tompkins*
	Name:	Michael Tompkins
	Title:	Director


By:	/s/ *Michael Curran*
	Name:	Michael Curran
	Title:	Vice President

Anteris Technologies Limited


By:	/s/ *Wayne Paterson*
	Name:	Wayne Paterson
	Title:	Chief Executive Officer and Managing Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Wayne Paterson and Matthew McDonnell, his or her true and lawful attorney-in-fact and agent, 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 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, this registration statement has been signed by the following persons on August 2, 2023, in the capacities indicated.

Signature		Title

/s/ *Wayne Paterson*		Chief Executive Officer and Managing Director (principal executive officer)
Name: Wayne Paterson

/s/ *John Seaberg*		Chairman
Name: John Seaberg

/s/ *Stephen Denaro*		Director and Company Secretary
Name: Stephen Denaro

/s/ *Wenyi Gu*		Director
Name: Wenyi Gu

/s/ *Matthew McDonnell*		Chief Financial Officer (principal financial and accounting officer)
Name: Matthew McDonnell

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 Anteris Technologies Limited, has signed this registration statement in Eagan, Minnesota, United States of America on August 2, 2023.

Anteris Technologies Corporation


By:	/s/ *Wayne Paterson*
	Name:	Wayne Paterson
	Title:	Chief Executive Officer and Managing Director

Index to Exhibits

Exhibit	Document

(a)	Form of Deposit Agreement

(d)	Opinion of White & Case LLP, counsel to the Depositary

(e)	Certification under Rule 466

This ‘F-6’ Filing	Date	Other Filings

Filed on:	8/2/23	None on these Dates
		List all Filings

Deutsche Bank Trust Co. Americas/ADR Group – ‘F-6’ on 8/2/23 re: Anteris Technologies Ltd.

On: Wednesday, 8/2/23, at 10:40am ET · Accession #: 950127-23-44 · File #: 333-273596

Previous ‘F-6’: ‘F-6’ on 2/2/23 · Next: ‘F-6’ on 10/16/23 · Latest: ‘F-6’ on 4/24/24

Registration Statement – Depositary Shares Evidenced by American Depositary Receipts (ADRs) — Form F-6 — SA’33

Filing Table of Contents

‘F-6’ — Registration Statement – Depositary Shares Evidenced by American Depositary Receipts (ADRs)

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

Dates Referenced Herein and Documents Incorporated by Reference

Deutsche Bank Trust Co. Americas/ADR Group – ‘F-6’ on 8/2/23 re: Anteris Technologies Ltd.

On: Wednesday, 8/2/23, at 10:40am ET · Accession #: 950127-23-44 · File #: 333-273596

Previous ‘F-6’: ‘F-6’ on 2/2/23 · Next: ‘F-6’ on 10/16/23 · Latest: ‘F-6’ on 4/24/24

Registration Statement – Depositary Shares Evidenced by American Depositary Receipts (ADRs) — Form F-6 — SA’33Filing Table of Contents

‘F-6’ — Registration Statement – Depositary Shares Evidenced by American Depositary Receipts (ADRs)

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

Dates Referenced Herein and Documents Incorporated by Reference

Registration Statement – Depositary Shares Evidenced by American Depositary Receipts (ADRs) — Form F-6 — SA’33

Filing Table of Contents