Draft 9/18/02
As filed with the Securities and Exchange Commission on November 4, 2002
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 for Class N Ordinary Shares, Nominal Value Rand 0.02 each
of
NASPERS LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
THE REPUBLIC OF SOUTH AFRICA
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
__________
Timothy F. Keaney
The Bank of New York
101 Barclay Street, 22nd Floor
New York, New York, 10286
(212) 815-2129
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, 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. [X]
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 evidenced by American Depositary Receipts, each American Depositary Share representing ten (10) Class N Ordinary Shares, nominal value Rand 0.02 each, of Naspers Limited | 20,000,000 American Depositary Shares | $5.00 | $1,000,000 | $92.00 |
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.
Draft 9/18/02
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
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 15, 16 and 18
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 12, 13,
dividends
15 and 18
(iv)
The transmission of notices, reports
Articles number 11, 15 and 16
and proxy soliciting material
(v)
The sale or exercise of rights
Articles number 13, 14, 15
and 18
(vi)
The deposit or sale of securities
Articles number 12, 13, 15,
resulting from dividends, splits
17 and 18
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6,
or withdraw the underlying securities
8 and 22
(x)
Limitation upon the liability
Articles number 14, 18, and 21
of the depositary
3.
Fees and Charges
Articles number 7 and 8
Item - 2.
Available Information
Public reports furnished by issuer
Article number 11
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of __________, 2002, among Naspers Limited, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of Letter Agreement between Naspers Limited and The Bank of New York relating pre-release activities. - Filed herewith as Exhibit 2.
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. - See (a) and (b) above.
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 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 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 ADR thirty days before any change in the fee schedule.
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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 November 4, 2002.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Class N Ordinary Shares, nominal value Rand 0.02 each, of Naspers Limited.
By: The Bank of New York,
As Depositary
By: /S/ JOANNE F. DIGIOVANNI
Joanne F. DiGiovanni
Vice President
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Pursuant to the requirements of the Securities Act of 1933, Naspers Limited has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Cape Town, South Africa on November 4, 2002.
NASPERS LIMITED
By: /s/ STEVE PACAK
Name: Steve Pacak
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and appoints Steve Pacak 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 said attorney full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorney, 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 his substitute or substitutes, may l awfully 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 by the following persons in the capacities indicated on November 4, 2002.
Signature | Title | |
/s/ TON VOSLOO | ||
Name: Ton Vosloo | Chairman of the Board of Directors | |
/s/ KOOS BEKKER | ||
Name: Koos Bekker | Chief Executive Officer and Director (principal executive officer) | |
/s/ STEVE PACAK | ||
Name: Steve Pacak | Chief Financial Officer and Director (principal financial officer) | |
/s/ JEFF MALHERBE | ||
Name: Jeff Malherbe | Director | |
/s/ BOETIE VAN ZYL | ||
Name: Boetie van Zyl | Director | |
/s/ PROFESSOR ELIZE BOTHA | ||
Name: Professor Elize Botha | Director | |
/s/ LEEPILE TAUNYANE | ||
Name: Leepile Taunyane | Director | |
/s/ LOURENS JONKER | ||
Name: Lourens Jonker | Director | |
/s/ NEIL VAN HEERDEN | ||
Name: Neil van Heerden | Director | |
/s/ BEN VAN DER ROSS | ||
Name: Ben van der Ross | Director | |
/s/ DR. JAKES GERWEL | ||
Name: Dr. Jakes Gerwel | Director | |
/s/ HEIN WILLEMSE | ||
Name: Hein Willemse | Director | |
/s/ NICO MARAIS | Group Financial Manager | |
Name: Nico Marais | (principal accounting officer) |
PUGLISI & ASSOCIATES
Authorized Representative in the United States
By: /s/ DONALD J. PUGLISI
Name: Donald J. Puglisi
Title: Managing Director
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INDEX TO EXHIBITS
Exhibit Letter | Exhibit | Page |
1 | Form of Deposit Agreement dated as of __________, 2002, among Naspers Limited, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. | |
2 | Form of Letter Agreement between Naspers Limited and The Bank of New York relating pre-release activities. | |
4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. |
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