F-6EF 1 e606057_f6ef-dbs.htm Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on November 12, 2009
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
___________________

DBS GROUP HOLDINGS LTD.
(Exact name of issuer of deposited securities as specified in its charter)
 
N/A
(Translation of issuer's name into English)
 
Republic of Singapore
(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, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________

DBS Vickers Securities (USA), Inc
805 Third Avenue, Suite 1201
New York, NY 10022 USA
Tel: +1 212 826 1888
 (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, 44th Floor
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
x
immediately upon filing
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 four ordinary shares of DBS Group Holdings Ltd.
20,000,000
American Depositary Shares
$0.05
$1,000,000
$55.80
(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.
 
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-10848.
 

 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit A to the form of Amendment to Deposit Agreement filed as Exhibit (a)(2) 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

Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus 
         
  (a) 
Statement that DBS Group Holdings Ltd. 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.dbs.com/dbsgroup/) or through an electronic information delivery system generally available to the public in its primary trading market.
 
Paragraph (8)
 

 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)(1)
Form of Deposit Agreement. Form of Deposit Agreement dated as of September 20, 1999 among DBS Group Holdings Ltd, JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder.  Previously filed as Exhibit (a) to Registration Statement No. 333-10848 and incorporated herein by reference.
 
 
(a)(2)
Form of Amendment to Deposit Agreement - Form of  Amendment No. 1 to Deposit Agreement among DBS Group Holdings Ltd., 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)(2).
 
 
(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.  Filed herewith as Exhibit (e).
 
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 November 5, 2009.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
 
 
       
  By:
JPMORGAN CHASE BANK, N.A., as Depositary
 
       
       
  By: /s/ Joseph M. Leinhauser  
  Name:
Joseph M. Leinhauser
 
  Title:
Vice President
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, DBS Group Holdings Ltd. 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, on October 29, 2009.
 
 
DBS Group Holdings Ltd.
 
       
       
  By: /s/ Koh Boon Hwee  
  Name:
Koh Boon Hwee
 
  Title:  
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Koh Boon Hwee and Chng Sok Hui, 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, 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 October 29, 2009, in the capacities indicated.
 
SIGNATURES
 
Signature
 
Title
     
/s/ Koh Boon Hwee
 
Chairman of the Board of Directors
Koh Boon Hwee
 
(principal executive officer)
     
/s/ Chng Sok Hui
 
Chief Financial Officer
Chng Sok Hui
   
     
/s/Ang Kong Hua
 
Director
Ang Kong Hua
   
     
/s/ Bart Broadman
 
Director
Bart Broadman
   
     
 
 
Director
Andrew Robert Fowell Buxton
   
     
 
 
Director
Christopher Cheng Wai Chee
   
     
/s/ Euleen Goh
 
Director
Euleen Goh
   
     
/s/ Kwa Chong Seng
 
Director
Kwa Chong Seng
   
     
 
 
Director
John Alan Ross
   
     
 
 
Director
Ravi Menon
   
 

 
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 for DBS Group Holdings Ltd., has signed this Registration Statement in New York, New York, on October 9, 2009.
 
 
Authorized U.S. Representative
 
       
       
  By: /s/ Annemarie Brown        
   
DBS Vickers Securities (USA), Inc
 
   
Name: Annemarie Brown
Corporate Secretary
 
 

 
INDEX TO EXHIBITS

Exhibit Number
 
   
(a)(2)
Form of Amendment to Deposit Agreement.
   
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
   
(e)
Rule 466 Certification