CSL Limited (CMXHF) files Form F-6 to register 100M American Depositary Shares

Rhea-AI Filing Summary

CSL Limited files a registration statement for 100,000,000 American Depositary Shares (ADSs), evidenced by American Depositary Receipts and representing ordinary shares of CSL Limited. The maximum aggregate offering price is $5,000,000, based on a proposed maximum price of $0.05 per ADS.

Deutsche Bank Trust Company Americas acts as depositary under an Amended and Restated Deposit Agreement, which defines voting procedures, dividend distributions, fees, transfer restrictions and liability limits for ADS holders. CSL Limited undertakes to publish required English-language information on its website to maintain its Rule 12g3-2(b) exemption.

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As filed with the Securities and Exchange Commission on  January 16, 2026 Registration No. 333-      

UNITED STATES

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

___________

CSL Limited

(Exact name of issuer of deposited securities as specified in its charter)

___________

Not Applicable

(Translation of issuer’s name into English)

___________

The Commonwealth of Australia

(Jurisdiction of incorporation or organization of issuer)

______________________________

Deutsche Bank Trust Company Americas

(Exact name of depositary as specified in its charter)

1 Columbus Circle

New York, New York 10019

+(1) 212 250-9100

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

___________

CT Corporation Systems

28 Liberty Street

New York, NY 10005

+1 212-894-8940

(Address, including zip code, and telephone number, including area code, of agent for service)

______________________________

Copies to:

Michelle Heisner
Elisabeth White
Baker McKenzie LLP
452 Fifth Avenue
New York, New York 10018
 United States of America
+1 212 626 4100 Melissa Butler, Esq.
Bree Peterson, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+44 20 7532 1432

______________________________

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: ☐

______________________________

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 (2)	Amount of registration fee
American Depositary Shares, each representing a specified number of ordinary shares of CSL Limited	100,000,000 American Depositary Shares	$0.05	$5,000,000	$690.50

¹ For the purpose of this table only the term “unit” is defined as one American Depositary Share.

²
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 Share.

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, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to this registration statement and is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Required Information				Location in Form of Receipt Filed Herewith as Prospectus
1.	Name of depositary and address of its principal executive office			Face of Receipt – introductory paragraph
2.	Title of Receipts and identity of deposited securities			Face of Receipt – top center
Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share (“ADS”)		Face of Receipt – upper right corner
	(ii)	The procedure for voting the deposited securities		Reverse of Receipt – Articles 14 and 15
	(iii)	The procedure for collecting and distributing dividends		Reverse of Receipt – Articles 13 and 14
	(iv)	The procedures for transmitting notices, reports and proxy soliciting material		Face of Receipt – Article 12; Reverse of Receipt – Articles 14 and 15
	(v)	The sale or exercise of rights		Reverse of Receipt – Articles 13 and 14
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Face of Receipt – Articles 3, 6 and 9; Reverse of Receipt – Articles 13 and 16
	(vii)	Amendment, extension or termination of the deposit arrangements		Reverse of Receipt – Articles 20 and 21 (no provision for extension)
	(viii)	The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts		Face of Receipt – Article 12
	(ix)	Restrictions upon the right to transfer or withdraw the underlying securities		Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10; Reverse of Receipt – Article 22
	(x)	Limitation on the depositary’s liability		Face of Receipt – Article 10; Reverse of Receipt – Articles 15, 16, 17 and 18
3.	Fees and charges that a holder of Receipts may have to pay, either directly or indirectly			Face of Receipt – Article 9
4.	Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities			Face of Receipt – Article 9

Item 2. AVAILABLE INFORMATION

As set forth in Article (12) of the Form of Receipt constituting the prospectus included herein, CSL Limited (the “Company”)  publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended, on its Internet Website (www.csl.com) or through an electronic information delivery system generally available to the public in its primary trading market.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

	(a)	Form of Amended and Restated Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”).  — Filed herewith as Exhibit (a).
	(b)	Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — 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. — Not applicable.
	(d)	Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
	(e)	Certification under Rule 466. — Not applicable.
	(f)	Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.

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 amount of fees charged is 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 (30) days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 16, 2026.

	Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares, no par value of CSL Limited. Deutsche Bank Trust Company Americas, as Depositary
	By:	/s/ Michael Tompkins
		Name: Michael Tompkins
		Title: Director
	By:	/s/ Michael Curran
		Name: Michael Curran
		Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Boca Raton, Florida, United States of America, on January 16, 2026.

	CSL Limited
	By:	/s/ Paul McKenzie
		Name: Paul McKenzie
		Title: Chief Executive Officer and Managing Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Paul McKenzie and Ken Lim, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act, this registration statement has been signed by the following persons on January 16, 2026, in the capacities indicated.

Signature			Title
/s/ Paul McKenzie			Chief Executive Officer and Managing Director, Non-Independent Executive Director (Principal Executive Officer)
Name:	Paul McKenzie
/s/ Brian McNamee			Chair
Name:	Brian McNamee
/s/ Andrew Cuthbertson			Director
Name:	Andrew Cuthbertson
/s/ Carolyn Hewson			Director
Name:	Carolyn Hewson
			Director
Name:	Samantha Lewis
/s/ Cameron Price			Director
Name:	Cameron Price
			Director
Name:	Elaine Sorg
/s/ Alison Watkins			Director
Name:	Alison Watkins
/s/ Ken Lim			Chief Financial Officer (Principal Financial Officer)
Name:	Ken Lim
			Director
Name:	Brian Daniels
			Director
Name:	Constantine Saroukos

/s/ Gordon Naylor			Director
Name:	Gordon Naylor
/s/ Fiona Mead			Company Secretary
Name:	Fiona Mead

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement in Park City, Utah, United States of America on January 10, 2026.

	CSL BEHRING LLC (Corporate Office USA)
	By:	/s/ Greg Boss
		Name:	Greg Boss
		Title:	Group General Counsel

Index to Exhibits

Exhibit	Document
(a)	Form of Amended and Restated Deposit Agreement
(d)	Opinion of White & Case LLP, counsel to the Depositary

FAQ

What does CSL Limited (CMXHF) register in this Form F-6 filing?

CSL Limited registers 100,000,000 American Depositary Shares (ADSs) evidenced by American Depositary Receipts. Each ADS represents a specified number of CSL ordinary shares, allowing investors to hold interests in CSL through U.S.-traded depositary instruments.

Who is the depositary for CSL Limited (CMXHF) American Depositary Shares?

The depositary is Deutsche Bank Trust Company Americas, headquartered at 1 Columbus Circle, New York. It administers the Amended and Restated Deposit Agreement covering custody, voting, dividends, fees, transfer procedures, and other rights and obligations for CSL’s ADS holders.

What is the maximum aggregate offering price for CSL Limited (CMXHF) ADSs?

The filing sets a proposed maximum aggregate offering price of $5,000,000 for the registered 100,000,000 ADSs, based on a proposed maximum price of $0.05 per ADS for registration fee calculation purposes under the Securities Act of 1933.

How are voting and dividends handled for CSL Limited (CMXHF) ADS holders?

Voting and dividends are governed by the form of American Depositary Receipt. The receipt specifies procedures for voting deposited securities and for collecting and distributing dividends, with detailed provisions on the reverse side in Articles 13, 14 and 15.

What fees may CSL Limited (CMXHF) ADS holders pay and how are they disclosed?

Fees and charges are described in Article 9 of the receipt. If specific fee amounts are not detailed there, the depositary undertakes to prepare a separate fee schedule and provide copies free of charge on request, with 30 days’ notice before any fee changes.

How does CSL Limited (CMXHF) provide information to support its 12g3-2(b) exemption?

CSL Limited publishes required English-language information on its website (www.csl.com) or through an electronic system generally available in its primary trading market. This disclosure supports maintaining its exemption from registration under Rule 12g3-2(b) of the Exchange Act.