F-6EF 1 a08-24918_71f6ef.htm F-6EF

 

 

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

 

 

Seven & i Holdings Co., Ltd.

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

 

Japan

(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

Tel. No.: (212) 250-9100

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

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

60 Wall Street

New York, New York  10005

(212) 250-9100

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

 

 

Copy to:

DEUTSCHE BANK TRUST COMPANY AMERICAS

60 Wall Street

New York, New York  10005

 

It is proposed that this filing become effective under Rule 466

 

x 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
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 two shares of common stock of  Seven & i Holdings Co., Ltd.

 

50,000,000

 

$0.05

 

$2,500,000

 

$98.25

 

 

(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

(a)    Statement that the issuer of the deposited securities specified above 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 (www.7andi.com/en/ir/index.html) or through an electronic information delivery system generally available to the public in its primary trading market

 

Article (11)

 

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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

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3.  EXHIBITS

 

(a)         Copy of Agreement - The Agreement between Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained in the form of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement.

 

(b)         Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None.

 

(c)         Any 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. - None.

 

(d)         Opinion of counsel to the Depositary as to the legality of the securities to be registered.

 

(e)         Certification under Rule 466.

 

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 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 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 a Receipt thirty days before any change in the fee schedule.

 

II-1


 

SIGNATURE

 

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 agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that all of 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 7, 2008.

 

 

Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares for shares of the foreign private issuer whose name is set forth on the facing page of this Registration Statement on Form F-6

 

 

 

 

By: 

DEUTSCHE BANK TRUST COMPANY

 

 

AMERICAS, Depositary

 

 

 

 

 

 

By: 

/s/ James Kelly

 

Name:

James Kelly

 

Title:

Vice President

 

 

 

 

 

 

 

By: 

  /s/ Chris Konopelko

 

Name:

Chris Konopelko

 

Title:

Vice President

 

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INDEX TO EXHIBITS

 

Exhibit Number

 

 

(a)

 

Form of ADR

(d)

 

Opinion of counsel to the Depositary as to the legality of the securities to be registered.

(e)

 

Rule 466 Certification