SVNDF Seven & I
As filed with the Securities and Exchange Commission on October 16, 2008
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
SEVEN & I HOLDINGS CO LTD
(Exact name of issuer of deposited securities as specified in its charter)
(Translation of issuer’s name into English)
(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
Telephone (212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
The Bank of New York Mellon
One Wall Street, 29th Floor
New York, N.Y. 10286
(Address, including zip code, and telephone number, including area code, of agent for service)
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
New York, New York 10271
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class
Amount to be registered
Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts,
each American Depositary Share representing Two (2) Shares of Common Stock, No Par Value, of Seven & I Holdings Co Ltd.
100,000,000 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 Receipts evidencing American Depositary Shares.
The prospectus consists of the proposed form of American Depositary Receipt filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item- 1Description of Securities to be Registered
Location in Form
of Receipt Filed
Item Number and Caption
Herewith as Prospectus
Name and address of depositary
Title of American Depositary
Face of Receipt, top
Receipts and identity of
Terms of Deposit:
(i) The amount of deposited
Face of Receipt, upper
securities represented by
one unit of American
(ii) The procedure for voting,
if any, the deposited securities
7 and 12
(iii) The collection and
distribution of dividends
8 and 13
(iv) The transmission of
Article number 7
notices, reports and
proxy soliciting material
(v) The sale or exercise of rights
Articles number 4 and 8
(vi) The deposit or sale of
8 and 11
from dividends, splits
or plans of reorganization
(vii) Amendment, extension or
Article number 13
termination of the deposit agreement
(viii) Rights of holders of
Article number 2
Receipts to inspect the transfer
books of the depositary and the
list of holders of Receipts
(ix) Restrictions upon the right
to deposit or withdraw the underlying
Articles, number 1,3,
11, 15, and 16
(x) Limitation upon the liability of
Articles number 4, 5, 10,
of the depositary
Public reports furnished
Article number 7
Part II- Information Not Required in Prospectus.
Form of Deposit Agreement – The Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of Receipt itself, which is filed herewith as Exhibit 1.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
Certification under Rule 466. – Filed herewith as Exhibit 5.
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.
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.
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 October 16, 2008.
Legal entity created by the agreement for this
issuance of American Depositary Receipts for
Common Stock, No Par Value, of Seven & I
Holdings Co Ltd.
By: The Bank of New York Mellon,
By: /s/ Michael F. Finck
Name: Michael F. Finck
Title: Managing Director
INDEX TO EXHIBITS
Form of Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of American Depositary Receipt itself.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered.
Certification under Rule 466.