F-6 1 reda823759f6.htm FORM F-6

 

As filed with the Securities and Exchange Commission on December 6, 2012. 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

 

REDHILL BIOPHARMA LTD.

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

 

N/A

(Translation of issuer's name into English)

 

Israel

(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

ADR Division

One Wall Street, 11th Floor

New York, New York 10286

(212) 495-1784

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

 

Copies to:

 

Rick A. Werner, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor
New York, New York 10112
(212) 659-7300

Perry Wildes, Adv.

Gross, Kleinhendler, Hodak,

Halevy, Greenberg & Co.

One Azrieli Center

Tel Aviv 67021, Israel
972 (3) 607-4444

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3010

 

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 (1) Amount of registration fee
American Depositary Shares representing ordinary shares of RedHill Biopharma Ltd.

100,000,000

American Depositary Shares

 

$5.00

 

$5,000,000

 

$682.00

(1)For the purpose of this table only the term "unit" is defined as 100 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.

 

 

 

The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

 
 

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
Filed Herewith as Prospectus

 

  1. Name and address of depositary

 

 Introductory Article
  1. Title of American Depositary Receipts and identity of deposited securities

 

 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 3, 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 13, 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 Deposit Agreement dated as of ____________, 2012 among RedHill Biopharma Ltd., 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 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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.

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.

 

 
 

 

 

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 December 6, 2012.

 

Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of RedHill Biopharma Ltd.

By: The Bank of New York Mellon,

As Depositary

By: /s/ Joanne Di Giovanni Hawke

Name: Joanne Di Giovanni Hawke

Title:   Managing Director

 

 

 

 
 

Pursuant to the requirements of the Securities Act of 1933, RedHill Biopharma Ltd. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Tel Aviv, Israel, on December 6, 2012.

RedHill Biopharma Ltd.

By: /s/ Dror Ben-Asher

Name: Dror Ben-Asher

Title: CEO

 

 

By: /s/ Ori Shilo

Name: Ori Shilo

Title: Deputy CEO

 

 

Each person whose signature appears below hereby constitutes and appoints Dror Ben-Asher and Ori Shilo, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

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 December 6, 2012.

/s/ Dror Ben-Asher

 Chief Executive Officer, Chairman of the Board of Directors and Director  
Dror Ben-Asher (principal executive officer)  
     
     
     

/s/ Ori Shilo

 Deputy CEO, Finance and Operations, Director  
Ori Shilo (principal financial and accounting officer)  
     
     
     

/s/ Ofer Tzimchi

 Director  
Ofer Tzimchi    
     
     

/s/ Shmuel Cabilly, PhD

 Director  
Shmuel Cabilly, PhD    
     
     

/s/ Eric Swenden

 Director  
Eric Swenden    
     
     

/s/ Kenneth Reed, M.D.

 Director  
Kenneth Reed, M.D.    
     
     

/s/ Dan Suesskind

 Director  
Dan Suesskind    
     
     

/s/ Aliza Rotbard

 Director  
Aliza Rotbard    
     
     
     
     
   
PUGLISI & ASSOCIATES Authorized Representative in the United States
   
   
By

/s/ Donald J. Puglisi

  
     Donald J. Puglisi  
  Managing Director  

 

 
 

INDEX TO EXHIBITS

 

 

Exhibit

Number

Exhibit  
     
1 Form of Deposit Agreement dated as of __________, 2012 among RedHill Biopharma Ltd., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.  
     
     
     
4 Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.