As filed with the Securities and Exchange Commission on May 22, 2017
Registration No. 333-214131      
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_____________________________________
 
Post-effective Amendment No. 1
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
_____________________________________
 
Ono Pharmaceutical Co Ltd
(Exact name of issuer of deposited securities as specified in its charter)
__________________
 
Not Applicable
(Translation of issuer’s name into English)
__________________
 
Japan
(Jurisdiction of incorporation or organization of issuer )
_____________________________________
 
Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter )

60 Wall Street
New York, New York 10005
+1 (212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
__________________
 
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
+1 (212) 250-9100
(Address, including zip code, and telephone number, including area code, of agent for service)
_____________________________________
 
With a copy to:

Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1400
 
It is proposed that this filing become effective under Rule 466:
o  immediately upon filing.
o on (Date) at (Time).
 
If a separate registration statement has been filed to register the deposited shares, check the following box:   o
_____________________________________
 
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 (3)
American Depositary Shares, each representing one third of one share of common stock of Ono Pharmaceutical Co Ltd
10,000,000 American Depositary Shares
$0.05
$500,000
$57.95
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 Shares.
 
3
Previously paid.
 
The registrant hereby amends this Post-effective Amendment No. 1 to the Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall me a further amendment which specifically states that Post-effective Amendment No. 1 to the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Post-effective Amendment No. 1 to 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.
 
This Post-effective Amendment No. 1 to the Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 

 
 
 
 
 
 


PART I
 
INFORMATION REQUIRED IN PROSPECTUS

This page and the form of American Depositary Receipt (“Receipt”) attached hereto as Exhibit (a) constitute the prospectus relating to such Receipts, in accordance with general instruction III.B of Form F-6 of the Securities and Exchange Commission.  
 
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 11 and 13
         
 
(iii) 
The procedure for collecting and distributing dividends
 
Reverse of Receipt – Articles 12 and 18
         
 
(iv) 
The procedures for transmitting notices, reports and proxy soliciting material
 
Reverse of Receipt – Articles 11 and 15
         
 
(v) 
 The sale or exercise of rights
 
Reverse of Receipt – Articles 12 and 13
         
 
(vi)
 The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Reverse of Receipt – Articles 12 and 15
         
 
(vii)
 Amendment, extension or termination of the deposit arrangements
 
Reverse of Receipt – Articles 17 and 18 (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 3
         
 
(ix)
 Restrictions upon the right to transfer or withdraw the underlying securities
 
Face of Receipt – Article 1, 2, 4 and 6;
Reverse of Receipt – Articles 14, 15 and 18
         
 
(x)
 Limitation on the depositary’s liability
 
Face of Receipt – Article 1, 2, 4 and 7;
Reverse of Receipt – Articles 11, 12, 14, 15, 16, 18 and 21
         
 3.     Fees and charges that a holder of Receipts may have to pay, either directly or indirectly  
Reverse of Receipt – Article 19
 
 
 
 
 
 

 
 
  2
 
 
 

 
Item 2. AVAILABLE INFORMATION
 
Required Information
 
Location in Form of Receipt Filed Herewith as Prospectus
         
(b) 
Statement that as of the date of the establishment of the program for issuance of Receipts by the Depositary, the Depositary has a good faith belief (after limited investigation), that the issuer of the Deposited Securities publishes information in English required to maintain the exemption from registration under Rules 12g3-2(b) under the Securities Exchange Act of 1934 on its internet website or through an electronic information delivery system generally available to the public in its primary trading market.
 
Face of Receipt – Article 8


 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)
Copy of Agreement – The Agreement between Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs registered hereunder is contained in the form of the American Depositary Receipt itself, constituting the prospectus filed as part of the registration statement. — 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. — Previously filed (Form F-6, File No. 333-214131, October 17, 2016) as Exhibit (d).
 
 
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 ADSs, 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 ADS thirty (30) days before any change in the fee schedule.
 
 

 
 
  3
 
 
 


SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies, on behalf of the legal entity created by the agreement for the issuance of American Depositary Shares, 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 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 May 22, 2017.
 
 
Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares for shares of the foreign private issuer whose name is set forth on the facing page of this Post-effective Amendment No. 1 to the Registration Statement on Form F-6.
 
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary
 
       
 
By:
/s/ Michael Fitzpatrick  
    Name: Michael Fitzpatrick  
    Title: Vice President  
 
 
By:
/s/ Michael Curran  
    Name: Michael Curran  
    Title: Vice President  
       
 
 

 
 
 
 
 
 



Index to Exhibits
 
Exhibit
Document
   
(a)
Form of American Depositary Receipt
   



Ono Pharmaceutical (PK) (USOTC:OPHLY)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Ono Pharmaceutical (PK) Charts.
Ono Pharmaceutical (PK) (USOTC:OPHLY)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Ono Pharmaceutical (PK) Charts.