UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 15F

CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE
DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-09945

National Australia Bank Limited (ABN: 12 004 044 937; ACN 004 044 937)

(Exact name of registrant as specified in its charter)

Level 34, 500 Bourke Street, Melbourne, VICTORIA, 3000 Australia; +61 3 8641 3500

 (Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)

Ordinary Shares(1)
American Depositary Shares, each representing five Ordinary Shares(2)
US$400,000,000 6.6% Subordinated Notes Series B due 2007
US$900,000,000 8.6% Subordinated Notes Series A due 2010

(Title of each class of securities covered by this Form)

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:

                                Rule 12h-6(a)      x

 

                                Rule 12h-6(d)      o

                                (for equity securities)

 

                                (for successor registrants)

 

 

 

                                Rule 12h-6(c)      x

 

                                Rule 12h-6(i)       o

                                (for debt securities) 

 

                                (for prior Form 15 filers)

(1)             Not for trading but only in connection with the listing of the American Depositary Shares.

(2)             Evidenced by American Depositary Receipts.



Part I

Item 1. Exchange Act Reporting History

A.               National Australia Bank Limited (“NAB”) first incurred the duty to file reports under section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on June 24, 1988.

B.                 NAB has filed or submitted all reports required under Exchange Act section 13(a) or section 15(d) and corresponding rules of the Securities and Exchange Commission for the 12 months preceding the filing of this Form 15F.  NAB has filed at least one annual report under section 13(a) of the Exchange Act.

Item 2. Recent United States Market Activity

NAB’s securities were last sold in the United States in a registered offering under the Securities Act of 1933 as follows:

Security Type

 

Last sold in United States
in a Registered Offering

American Depositary Shares

 

9 August 1989

US$400,000,000 6.6% Subordinated Notes Series B due 2007

 

10 December 1997

US$900,000,000 8.6% Subordinated Notes Series A due 2010

 

19 May 2000

 

Item 3. Foreign Listing and Primary Trading Market

A.               The primary trading market for NAB’s ordinary shares is the Australian Securities Exchange in Australia.

B.                 NAB’s ordinary shares were initially listed on the Australian Securities Exchange on January 31, 1962.  NAB has maintained a listing of the ordinary shares on the Australian Securities Exchange for at least the 12 months preceding the filing of this Form.

C.                 The percentage of trading in NAB’s ordinary shares that occurred on the Australian Securities Exchange for the 12-month period ending April 30, 2007 was 96.69%.

2



Item 4. Comparative Trading Volume Data

A.               The first and last days of the recent 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) under the Exchange Act are May 1, 2006, and April 30, 2007.

B.                 The average daily trading volume of NAB’s ordinary shares and ADSs (when expressed in terms of the underlying ordinary shares) in the United States and on a worldwide basis for the period described in Item 4.A is set forth in the following table:

 

 

United States

 

Worldwide

 

Traded as ADSs (ordinary share equivalent*)

 

82,035

 

82,035

 

Traded as Ordinary Shares

 

0

 

2,848,919

 

Total

 

82,035

 

2,930,954

 

* Each ADS represents 5 ordinary shares.

C.                 The average daily trading volume of the ordinary shares in the United States as a percentage of the average daily trading volume for the ordinary shares on a worldwide basis for the period described in Item 4.A was 2.80%.

D.                NAB’s ADSs were delisted from the New York Stock Exchange (the “NYSE”) on June 18, 2007.  As of that date, the average daily trading volume of NAB’s ordinary shares in the United States as a percentage of the average daily trading volume for the ordinary shares on a worldwide basis for the preceding 12-month period was 2.96%.

E.                  NAB has not terminated a sponsored American depositary receipts facility relating to its ordinary shares.

F.                  The sources of trading volume information used for determining whether NAB meets the requirements of Rule 12h-6 are as follows:

Source

 

Jurisdiction

 

Reasons for using source

The Bank of New York (“BONY”)

 

United States

 

To obtain NAB trading volume information on the New York Stock Exchange. NAB believes that BONY, as depositary of NAB’s ADR facility, is a reliable source of trading volume information with respect to NAB’s ADR facility.

 

 

 

 

 

Bloomberg L.P.

 

 

 

NAB also obtained NAB US trading volume information from Bloomberg L.P., to cross-check the information received from BONY. NAB believes that the Bloomberg L.P. US securities market information service is a reliable source of trading volume information for NAB’s ADR facility in the United States.

 

3



 

 

 

 

 

IRESS Market Technology Limited (“IRESS”)

 

Australian Securities Exchange,
Australia

 

To obtain NAB trading volume information on the Australian Securities Exchange. NAB believes that IRESS is a reliable source of trading volume information for the exchange. IRESS designs, develops, markets and supports a share market information system in Australia.

 

 

 

 

 

New Zealand Exchange

 

New Zealand Stock Exchange,
New Zealand

 

To obtain NAB trading volume information on the New Zealand Stock Exchange. NAB believes that the New Zealand Exchange is a reliable source of trading volume information for the exchange and is aware of the trading volume statistics on the New Zealand Stock Exchange.

 

 

 

 

 

Tokyo Stock Exchange

 

Tokyo Stock Exchange,
Japan

 

To obtain NAB trading volume information on the Tokyo Stock Exchange. NAB believes that the Tokyo Stock Exchange is a reliable source of trading volume information for the exchange and is aware of the trading volume statistics on the Tokyo Stock Exchange.

 

 

 

 

 

London Stock Exchange

 

London Stock Exchange,
United Kingdom

 

To obtain NAB trading volume information on the London Stock Exchange. NAB believes that the London Stock Exchange is a reliable source of trading volume information for the exchange and is aware of the trading volume statistics on the London Stock Exchange.

 

Item 5. Alternative Record Holder Information

Not applicable.

Item 6. Debt Securities

The number of record holders of the US$400,000,000 6.6% Subordinated Notes Series B due 2007 and the US$900,000,000 8.6% Subordinated Notes Series A due 2010 on a worldwide basis on April 27, 2007 was 48 and 47, respectively.

Item 7. Notice Requirement

A.               NAB published a notice, as required by Rule 12h-6(h) under the Exchange Act, disclosing its intent to terminate its duty to file reports under Section 13(a) or 15(d) of the Exchange Act on May 10, 2007.

B.                 The notice was disseminated in the United States via wire services including Bloomberg and Reuters.  In addition, NAB submitted a copy of the notice to the Securities and Exchange Commission under cover of a Form 6-K on May 10, 2007.

Item 8. Prior Form 15 Filers

Not applicable.

4



Part II

Item 9. Rule 12g3-2(b) Exemption

NAB will publish the information required under Rule 12g3-2(b)(1)(iii) on the “Shareholder Centre” pages of its website, http://www.nabgroup.com.

Part III

Item 10. Exhibits

None.

Item 11. Undertakings

The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:

1.                   The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);

2.                   Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or

3.                   It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.

5



Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, National Australia Bank Limited has duly authorised the undersigned person to sign on its behalf this certification on Form 15F.  In so doing, National Australia Bank Limited certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.

National Australia Bank Limited

By:         

Name:     Mr Brendan Case

Title:       Company Secretary

Date:       June 21, 2007

6