As filed with the Securities and Exchange Commission on December 10, 2010
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
of
HARMONY GOLD MINING COMPANY LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
REPUBLIC OF SOUTH AFRICA
(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, New York 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, 29th 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:
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
[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 | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing ordinary shares, of Harmony Gold Mining Company Limited. | 300,000,000 American Depositary Shares | $5.00 | $15,000,000 | $1,069.50 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
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 identity of
Face of Receipt, top center
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, the deposited
Articles number 15, 16 and 18
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and
18
(iv) The transmission of notices, reports and proxy
Articles number 11, 15, 16 and 18
soliciting material
(v) The sale or exercise of rights
Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting from
Articles number 12, 13, 15, 17 and
dividends, splits or plans of reorganization
18
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Articles number 2, 3, 4, 5, 6, 8 and
withdraw the underlying securities
22
(x) Limitation upon the liability of the depositary
Articles number 14, 18, 19 and 21
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 August 12, 1996, as amended and restated as of October 2, 1996, as further amended and restated as of September 15, 1998, among Harmony Gold Mining Company Limited, The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts 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. - 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. - See (a) 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. - Filed herewith as Exhibit 5.
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.
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 10, 2010.
Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares, of Harmony Gold Mining Company Limited
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, HARMONY GOLD MINING COMPANY LIMITED has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Johannesburg, South Africa on December 10, 2010.
HARMONY GOLD MINING COMPANY LIMITED
By: /s/ Graham Paul Briggs
Name: Graham Paul Briggs
Title: Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints Graham Paul Briggs and Hannes Otto Meyer, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his 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 name and on his 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 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 the following persons in the capacities indicated and on December 10, 2010.
/s/ Graham Paul Briggs
Chief Executive Officer and Director
Graham Paul Briggs
(principal executive officer)
/s/ Hannes Otto Meyer
Chief Financial Officer and Director
Hannes Otto Meyer
(principal financial and accounting officer)
__________________
Chairman of the Board and Director
Patrice Motsepe
__________________
Director
Andre Wilkens
/s/ Cathie Markus
Director
Cathie Markus
/s/ Cedric Savage
Director
Cedric Savage
___________________
Director
Cheick Diarra
/s/ Fikile De Buck
Director
Fikile De Buck
/s/ Frank Abbott
Director
Frank Abbott
___________________
Director
Joaquim Chissano
__________________
Director
Ken Dicks
/s/ Mashego Mashego
Director
Mashego Mashego
__________________
Director
Modise Motloba
/s/ Simo Lushaba
Director
Simo Lushaba
Authorized U.S. Representative | ||
THE BANK OF NEW YORK MELLON | ||
as Authorized U.S. Representative | ||
By | /s/ Joanne F. Di Giovanni | |
Name: Joanne F. Di Giovanni | ||
Title: Managing Director | ||
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of August 12, 1996, as amended
and restated as of October 2, 1996, as further amended and restated
as of September 15, 1998, among Harmony Gold Mining Company Limited,
The Bank of New York as Depositary, and all Owners and holders
from time to time of American Depositary Receipts issued thereunder.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.
5
Certification under Rule 466.