As filed with the Securities and Exchange Commission on July 1, 2008
Reg. No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------------------
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES
--------------
BHP BILLITON LIMITED
(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)
---------------------------------------------------------
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
--------------
399 Park Avenue
New York, New York 10022
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
--------------
Earl Moore
1350 Post Oak Boulevard, Suite 156
Houston, Texas 77056
(713) 961-8414
(Address, including zip code, and telephone number, including area code, of
agent for service)
---------------------------------------------------------
Copies to:
Christopher J. Kell, Esq. Herman H. Raspe, Esq.
Skadden, Arps, Slate, Meagher & Flom Patterson Belknap Webb & Tyler LLP
Level 13, 131 Macquarie Street 1133 Avenue of the Americas
Sydney, New South Wales 2000 New York, New York 10036
Australia
---------------------------------------------------------
It is proposed that this filing become effective under Rule 466:
|X| 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 Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Aggregate Price Aggregate Offering Registration Fee
Per Unit* Price**
----------------------------------------------------------------------------------------------------------------------
American Depositary Shares, each 200,000,000 $5.00 $10,000,000.00 $393.00
representing two (2) ordinary shares
of BHP Billiton Limited
----------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares.
** 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.
--------------------------------------------------------------------------------
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.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
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 Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16) and (17).
securities
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14) and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23)
agreement (no provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4),
the underlying securities (6), (7), (9) and (10).
I-1
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be retrieved from the Commission's website
(www.sec.gov), and can be inspected by holders of ADSs and copied at public
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal executive office of the depositary.
I-2
PROSPECTUS
The Prospectus consists of the American Depositary
Receipt included as Exhibit A to the Second Amended and
Restated Deposit Agreement filed as Exhibit (a) to this
Registration Statement on Form F-6 and is incorporated
herein by reference.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Second Amended and Restated Deposit Agreement, dated as of July 2,
2007, by and among BHP Billiton Limited (the "Company"), Citibank,
N.A., as depositary (the "Depositary"), and all Holders and
Beneficial Owners of American Depositary Shares 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 American Depositary Shares registered hereunder
or the custody of the deposited securities represented thereby. ___
None.
(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. ___ None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. ___ Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. ___ Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. ___ Set forth on the
signature pages hereto.
II-1
Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
ADSs, 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 ADS thirty (30) days before any change
in the fee schedule.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Second Amended and Restated Deposit Agreement, dated as of July 2, 2007, by and
among BHP Billiton Limited, Citibank, N.A., as depositary, and all Holders and
Beneficial Owners from time to time of American Depositary Shares issued
thereunder, 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, on the 30th day of June, 2008.
Legal entity created by the Second Amended
and Restated Deposit Agreement under which
the American Depositary Shares registered
hereunder are to be issued, each American
Depositary Share representing two (2)
ordinary shares of BHP Billiton Limited.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susan A. Lucanto
----------------------------------------
Name: Susan A. Lucanto
Title: Vice President
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
BHP Billiton 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
thereunto duly authorized, in Melbourne, Australia, on June 30, 2008.
BHP BILLITON LIMITED
By: Jane McAloon
----------------------------------------
Name: Jane McAloon
Title: Company Secretary
II-4
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jane McAloon to act as his/her true and
lawful attorney-in-fact and agent, with full power of substitution, for him/her
and in his/her name, place and stead, in any and all such capacities, to sign
any and all amendments, including post-effective amendments, and supplements to
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as s/he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his/her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on June 30, 2008.
Signature
/s/ Marius Kloppers
-------------------------------------------------------
Marius Kloppers
(Principal Executive Officer and Director)
/s/ Alex Vanselow
-------------------------------------------------------
Alex Vanselow
(Principal Financial Officer)
/s/ Nigel Chadwick
-------------------------------------------------------
Nigel Chadwick
(Principal Accounting Officer/Controller)
/s/ Don Argus
-------------------------------------------------------
Don Argus
(Chairman)
/s/ Paul Anderson
-------------------------------------------------------
Paul Anderson
(Director)
II-5
/s/ John Buchanan
-------------------------------------------------------
John Buchanan
(Director)
/s/ Carlos Cordeiro
-------------------------------------------------------
Carlos Cordeiro
(Director)
/s/ David Crawford
-------------------------------------------------------
David Crawford
(Director)
/s/ Gail de Planque
-------------------------------------------------------
Gail de Planque
(Director)
/s/ David Jenkins
-------------------------------------------------------
David Jenkins
(Director)
-------------------------------------------------------
Jacques Nasser
(Director)
/s/ John Schubert
-------------------------------------------------------
John Schubert
(Director)
/s David Morgan
-------------------------------------------------------
David Morgan
(Director)
Authorized Representative in the U.S.
/s/ Earl K. Moore
-------------------------------------------------------
Earl K. Moore
II-6
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
------- -------- -------------
(a) Second Amended and Restated
Deposit Agreement, dated as of
July 2, 2007
(d) Opinion of counsel to the Depositary
(e) Certificate under Rule 466