CSL Limited registers 100M American Depositary Shares
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.
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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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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As filed with the Securities and Exchange Commission on January 16, 2026
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Registration No. 333-
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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)
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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:
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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 |
______________________________
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It is proposed that this filing become effective under Rule 466:
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☐ immediately upon filing.
☐ on (Date) at (Time).
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If a separate registration statement has been filed to register the deposited shares, check the following box: ☐
______________________________
CALCULATION OF REGISTRATION FEE
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Title of each class
of Securities to be registered |
Amount to be registered
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Proposed
maximum aggregate price per unit (1) |
Proposed
maximum aggregate offering price (2) |
Amount of registration fee
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American Depositary Shares, each representing a specified number of ordinary shares of CSL Limited
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100,000,000 American Depositary Shares
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$0.05
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$5,000,000
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$690.50
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| 1 |
For the purpose of this table only the term “unit” is defined as one American Depositary Share.
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| 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.
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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.
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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Required Information
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Location in Form of Receipt Filed Herewith as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt – introductory paragraph
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt – top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share (“ADS”)
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt – Articles 14 and 15
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 13 and 14
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Articles 13 and 14
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 20 and 21 (no provision for extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 12
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
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(x)
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Limitation on the depositary’s liability
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Face of Receipt – Article 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Face of Receipt – Article 9
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4.
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Fees and other direct and indirect payments made by the
depositary to the foreign issuer of the deposited securities |
Face of Receipt – Article 9
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Item 2.
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AVAILABLE INFORMATION
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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
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Item 3.
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EXHIBITS
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(a)
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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).
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(b)
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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.
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(c)
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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.
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(d)
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Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
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(e)
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Certification under Rule 466. — Not applicable.
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(f)
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Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.
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Item 4.
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UNDERTAKINGS
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(a)
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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.
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(b)
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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.
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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.
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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
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By:
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/s/ Michael Tompkins |
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Name: Michael Tompkins
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Title: Director
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By:
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/s/ Michael Curran |
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Name: Michael Curran
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Title: Vice President
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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.
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CSL Limited
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By:
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/s/ Paul McKenzie
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Name: Paul McKenzie
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Title: Chief Executive Officer and Managing Director
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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.
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Signature
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Title
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/s/ Paul McKenzie
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Chief Executive Officer and Managing Director,
Non-Independent Executive Director
(Principal Executive Officer)
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Name:
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Paul McKenzie
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/s/ Brian McNamee
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Chair | ||
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Name:
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Brian McNamee
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/s/ Andrew Cuthbertson
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Director
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Name:
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Andrew Cuthbertson
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/s/ Carolyn Hewson
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Director
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Name:
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Carolyn Hewson
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Director
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Name:
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Samantha Lewis
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/s/ Cameron Price
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Director
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Name:
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Cameron Price
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Director
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Name:
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Elaine Sorg
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/s/ Alison Watkins
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Director
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Name:
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Alison Watkins
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/s/ Ken Lim
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Chief Financial Officer
(Principal Financial Officer)
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Name:
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Ken Lim
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Director
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Name:
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Brian Daniels
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Director
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Name:
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Constantine Saroukos
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/s/ Gordon Naylor
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Director
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Name:
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Gordon Naylor
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/s/ Fiona Mead
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Company Secretary
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Name:
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Fiona Mead
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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.
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CSL BEHRING LLC (Corporate Office USA)
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By:
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/s/ Greg Boss
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Name:
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Greg Boss
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Title:
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Group General Counsel
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Index to Exhibits
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Exhibit
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Document
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(a)
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Form of Amended and Restated Deposit Agreement
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(d)
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Opinion of White & Case LLP, counsel to the Depositary
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