As filed with the Securities and Exchange Commission on March 11, 2004
Registration No. 333-101900
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by Global Depositary Receipts
of
ASHANTI GOLDFIELDS 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 Ghana
(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)
_______________________
Christopher R. Sturdy
The Bank of New York
101 Barclay Street, 22nd Floor
New York, New York, 10286
(212) 815-2095
(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
For Further Information Contact:
Christopher R. Sturdy
The Bank of New York
ADR Department
101 Barclay Street, 22nd Floor
New York, New York, 10286
(212) 815-2095
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. [ ]
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by previous Registration Statements on Form F-6 of the registrant (Regis. Nos. 33-87912 and 333-01414).
_______________________
The prospectus consists of the proposed revised form of Global Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the 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
Item Number and Caption | Location in Form of Receipt Filed Herewith as Prospectus |
1. Name and address of depositary | Introductory Article |
2. Title of Global Depositary Receipts and identity of deposited securities | Face of Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Articles number 15 and 18 |
(iii) The collection and distribution of dividends | Articles number 12, 14 and 15 |
(iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15 and 16 |
(v) The sale or exercise of rights | Articles number 13 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12 and 17 |
(vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and 8 |
(x) Limitation upon the liability of the depositary | Articles number 13 and 18 |
3. Fees and Charges | Article number 7 |
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 Amended and Restated Deposit Agreement dated as of March 14, 1994, as amended and restated as of February 21, 1996, as further amended and restated as of January 6, 2003, and as further amended and restated as of ____________, 2004, among Ashanti Goldfields Company Limited, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of Global Depositary Receipts issued thereunder. – Filed herewith as Exhibit 1.
b.
Letter agreement among Ashanti Goldfields Company Limited and The Bank of New York relating to pre-release activities. – Previously filed.
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. – Previously Filed.
Item - 4.
Undertakings
Previously Filed.
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, March 11, 2004.
Legal entity created by the agreement for the issuance of Global Depositary Receipts for Ordinary Shares, with no Par Value, of Ashanti Goldfields Company Limited.
By:
The Bank of New York,
As Depositary
By: /s/ Vincent J. Cahill, Jr.
Name: Vincent J. Cahill, Jr.
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, ASHANTI GOLDFIELDS COMPANY LIMITED has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Accra, Ghana and London, England, respectively, on March 11, 2004.
ASHANTI GOLDFIELDS COMPANY LIMITED
By: /s/ Sam Esson Jonah | By: /s/ Srinivasan Venkatakrishnan |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on March 11, 2004.
Name
Title
/s/ Sam Esson Jonah
Chief Executive Officer and Director
Sam Esson Jonah
(Principal Executive Officer)
/s/ Srinivasan Venkatakrishnan
Finance Director and Director
Srinivasan Venkatakrishnan
(Principal Financial and Accounting Officer)
/s/ Michael Ernest Beckett
Chairman of the Board
Michael Ernest Beckett
/s/ Merene Botsio-Phillips
Director
Merene Botsio-Phillips
/s/ Theophilus Ernest Anin
Director
Theophilus Ernest Anin
__________________________________________
Director
The Rt. Hon. The Baroness Chalker of Wallasey PC
/s/ Dr. Chester Arthur Crocker
Director
Dr. Chester Arthur Crocker
__________________________________________
Director
Thomas Richard Gibian
/s/ Gordon Edward Haslam
Director
Gordon Edward Haslam
/s/ Dr. Michael Peter Martineau
Director
Dr. Michael Peter Martineau
_________________________________________
Director
Nicholas Jeremy Morrell
AUTHORIZED U.S. REPRESENTATIVE
THE BANK OF NEW YORK
Authorized U.S. Representative
By: /s/ Vincent J. Cahill, Jr.
Name: Vincent J. Cahill, Jr.
Title: Vice President
INDEX TO EXHIBITS
Exhibit | Exhibit |
1 | Form of Amended and Restated Deposit Agreement dated as of March 14, 1994, as amended and restated as of February 21, 1996, as further amended and restated as of January 6, 2003, and as further amended and restated as of ____________, 2004, among Ashanti Goldfields Company Limited, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of Global Depositary Receipts issued thereunder. |
4 | Previously filed. |