As filed with the Securities and Exchange Commission
on November 3, 2014
Registration No. 333-154355
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 American
Depositary Receipts
of
SEVEN & I HOLDINGS CO LTD
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer’s name into English)
JAPAN
(Jurisdiction of incorporation or organization
of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its
charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1727
(Address, including zip code, and telephone number,
including area code, of depositary’s principal executive offices)
The Bank of New York Mellon
ADR Division
One Wall Street, 11th Floor
New York, N.Y. 10286
(212) 495-1784
(Address, including zip code,
and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective
under Rule 466
[ ] immediately upon filing
[X] on November 4, 2014 at 8:30 AM EST
If a separate statement has been filed to register
the deposited shares, check the following box. [ ]
The prospectus consists of the proposed form
of American Depositary Receipt 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
Cross Reference Sheet
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Item -1. |
Description of Securities to be Registered |
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Item Number and Caption
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Location in Form of Receipt Filed Herewith as Prospectus
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1. Name
and address of depositary
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Introductory Article |
2. Title
of American Depositary Receipts and identity of deposited securities
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Face of Receipt, top center |
Terms of Deposit:
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(i) The amount of deposited securities represented by one unit of American Depositary Receipts |
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Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities |
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Articles number 7 and 12 |
(iii) The collection and distribution of dividends |
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Articles number 8 and 13 |
(iv) The transmission of notices, reports and proxy soliciting material |
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Article number 7 |
(v) The sale or exercise of rights |
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Articles number 4 and 8 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
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Articles number 8 and 11 |
(vii) Amendment, extension or termination of the deposit agreement |
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Article number 13 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts |
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Article number 2 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities |
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Articles number 1, 3, 11, 15 and 16 |
(x) Limitation upon the liability of the depositary |
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Articles number 4, 5, 10 and 12 |
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Item - 2. |
Available Information |
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Public reports furnished by issuer |
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Article number 7 |
Part II- Information Not Required in Prospectus.
Item-3 |
Exhibits |
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1. |
Form of Deposit Agreement – The Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of Receipt itself, which is filed herewith as Exhibit 1. |
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4. |
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously Filed. |
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5. |
Certification under Rule 466. – Filed herewith as Exhibit 5. |
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, on November 3, 2014.
Legal entity created by the agreement for this issuance
of American Depositary Receipts for shares of common stock, Seven & I Holdings Co Ltd.
By: The Bank of New York Mellon,
As Depositary
By: /s/ Joanne Di Giovanni Hawke
Name: Joanne Di Giovanni Hawke
Title: Managing Director
INDEX TO EXHIBITS
1 |
Form of Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the form of American Depositary Receipt itself. |
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5 |
Certification under Rule 466. |
AMERICAN DEPOSITARY SHARES
(One (1) American Depositary Share
represents
One-half (1/2) of one Share)
THE BANK OF NEW YORK MELLON
AMERICAN DEPOSITARY RECEIPT
FOR COMMON STOCK, OF
SEVEN & I HOLDINGS CO LTD
(INCORPORATED UNDER THE LAWS OF JAPAN)
The Bank of New York
Mellon, as depositary (hereinafter called the “Depositary”), hereby certifies (i) that there have been
deposited with the Depositary or its agent, nominee, custodian, clearing agency or correspondent, the securities described above
(“Shares”) or evidence of the right to receive such Shares, (ii) that at the date hereof each American Depositary
Share evidenced by this Receipt represents the amount of Shares shown above, and that
or registered assigns IS THE OWNER OF
________ AMERICAN DEPOSITARY SHARES
hereby evidenced and called, and except
as otherwise herein expressly provided, is entitled upon surrender at the Corporate Trust Office of the Depositary, New York, New
York of this Receipt duly endorsed for transfer and upon payment of the charges as provided on the reverse of this Receipt and
in compliance with applicable laws or governmental regulations, at Owner’s option (1) to delivery at the office of the agent,
nominee, custodian, clearing agency or correspondent of the Depositary, to a person specified by Owner, of the amount of Deposited
Securities represented hereby or evidence of the right to receive the same or (2) to have such Deposited Securities forwarded at
his cost and risk to him at the Corporate Trust Office of the Depositary. The words “Deposited Securities” wherever
used in this Receipt shall mean the Shares deposited under the agreement created by the Receipts (as hereinafter defined) (including
such evidence of the right to receive the same), and any and all other securities, cash and other property held by the Depositary
in place thereof or in addition thereto as provided herein. The word “Owner” wherever used in this Receipt shall
mean the name in which this Receipt is registered upon the books of the Depositary from time to time. The Depositary’s Corporate
Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101
Barclay Street, New York, New York 10286, and its principal executive office is located at One Wall Street, New York, New York
10286.
1.
RECEIPTS.
This American Depositary
Receipt (this “Receipt”) is one of a continuing issue of American Depositary Receipts (collectively, the “Receipts”),
all evidencing rights of like tenor with respect to the Deposited Securities, and all issued or to be issued upon the terms and
subject to the conditions herein provided, which shall govern the continuing arrangement by the Depositary with respect to initial
deposits as well as the rights of holders and Owners of Receipts subsequent to such deposits.
The issuer of the
Receipts is deemed to be the legal entity resulting from the agreement herein provided for.
The issuance of Receipts
against deposits generally may be suspended, or the issuance of Receipts against the deposit of particular Shares may be withheld,
if such action is deemed necessary or advisable by the Depositary at any time and from time to time because of any requirements
of any government or governmental body or commission or for any other reason. The Depositary assumes no liability with respect
to the validity or worth of the Deposited Securities.
2.
TRANSFER OF RECEIPTS.
Until the surrender
of this Receipt in accordance with the terms hereof, the Depositary will maintain an office in the Borough of Manhattan, The City
of New York, for the registration of Receipts and transfers of Receipts where the Owners of the Receipts may, during regular business
hours, inspect the transfer books maintained by the Depositary that list the Owners of the Receipts. The transfer of this Receipt
is registrable on the books of the Depositary at its Corporate Trust Office by the holder hereof in person or by duly authorized
attorney, upon surrender of this Receipt properly endorsed for transfer or accompanied by proper instruments of transfer and funds
sufficient to pay any applicable transfer taxes, and the fees and expenses of the Depositary and upon compliance with such regulations,
if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined
with other such Receipts into one Receipt, representing the same aggregate number of American Depositary Shares as the Receipt
or Receipts surrendered. Upon such split or combination not involving a transfer, a charge will be made as provided herein. The
Depositary may close the transfer books at any time or from time to time when deemed expedient by it in connection with the performance
of its duties hereunder.
3.
PROOF OF CITIZENSHIP OR RESIDENCE.
The Depositary may
require any holder or Owner of Receipts, or any person presenting securities for deposit against the issuance of Receipts, from
time to time, to file such proof of citizenship or residence and to furnish such other information, by affidavit or otherwise,
and to execute such certificates and other instruments as may be necessary or proper to comply with any laws or regulations relating
to the issuance or transfer of Receipts, the receipt or distribution of dividends or other property, or the taxation thereof or
of receipts or deposited securities, and the Depositary may withhold the issuance or registration of transfer of any Receipt or
payment of such dividends or delivery of such property from any holder, Owner or other person, as the case may be, who shall fail
to file such proofs, certificates or other instruments.
4.
TRANSFERABILITY; RECORD-OWNERSHIP.
It is a condition
of this Receipt and every successive holder and Owner of this Receipt by accepting or holding the same consents and agrees, that
title to this Receipt, when properly endorsed or accompanied by proper instruments of transfer, is transferable by delivery with
the same effect as in the case of a negotiable instrument; provided, however, that prior to the due presentation
of this Receipt for registration of transfer as above provided, and subject to the provisions of Article 9 below, the Depositary,
notwithstanding any notice to the contrary, may treat the person in whose name this Receipt is registered on the books of the Depositary
as the absolute owner hereof for the purpose of determining the person entitled to distribution of dividends and for any other
purpose.
5.
TAX LIABILITY.
The Depositary shall
not be liable for any taxes or governmental or other assessments or charges that may become payable in respect of the Deposited
Securities, but a ratable part of any and all of the same, whether such tax, assessment or charge becomes payable by reason of
any present or future law, statute, charter provision, by-law, regulation or otherwise, shall be payable by the Owner hereof to
the Depositary at any time on request. Upon the failure of the holder or Owner of this Receipt to pay any such amount, the Depositary
may sell for account of such Owner an amount of the Deposited Securities equal to all or any part of the amount represented by
this Receipt, and may apply the proceeds in payment of such obligations, the Owner hereof remaining liable for any deficiency.
6.
REPRESENTATIONS AND WARRANTIES.
Every person presenting
Shares for deposit shall be deemed thereby to represent and warrant that such Shares and each certificate, if any, therefor are
validly issued, fully paid and non-assessable, that such Shares were not issued in violation of any preemptive or similar rights
of the holders of any securities and that the person making such deposit is duly authorized so to do. Every such person shall also
be deemed to represent that the deposit of such securities and the sale of American Depositary Shares representing such Shares
by that person in the United States are not restricted under the Securities Act of 1933, as amended (the “Securities Act
of 1933”). Such representations and warranties shall survive the deposit of such securities and issuance of Receipts.
This Receipt is issued
subject, and all rights of the holder or Owner hereof are expressly subject, to the terms and conditions set forth on both sides
of this Receipt, all of which form a part of the agreement evidenced in this Receipt and to all of which the holder or Owner hereof
by accepting this Receipt consents.
7.
REPORTS OF ISSUER OF DEPOSITED SECURITIES; VOTING RIGHTS.
As of the date of
the establishment of the program for issuance of Receipts by the Depositary, the Depositary believed, based on limited investigation,
that the issuer of the Deposited Securities either (i) furnished the Securities and Exchange Commission (the “Commission”)
with certain public reports and documents required by foreign law or otherwise or (ii) published information in English on its
Internet website at www.7andi.com or another electronic information delivery system generally available to the public in its primary
trading market, in either case in compliance with Rule 12g3-2(b) under the Securities and Exchange Act of 1934 as in effect and
applicable to that issuer at that time. However, the Depositary does not assume any duty to determine if the issuer of the
Deposited Securities is complying with the current requirements of Rule 12g3-2(b) or to take any action if that issuer is not complying
with those requirements.
The Depositary shall
be under no obligation to give notice to the holder or Owner of this Receipt of any meeting of shareholders or of any report of
or communication from the issuer of the Deposited Securities, or of any other matter concerning the affairs of such issuer, except
as herein expressly provided. The Depositary undertakes to make available for inspection by holders and Owners of the Receipts
at its Corporate Trust Office, any reports and communication received from the issuer of the Deposited Securities that are both
(i) received by the Depositary as the holder of the Deposited Securities and (ii) made generally available to the holders of the
Deposited Securities by the issuer thereof. Such reports and communications will be available in the language in which they were
received by the Depositary from the issuer of the Deposited Securities, except to the extent, if any, that the Depositary in its
sole discretion elects to both (i) translate into English any of such reports or communications that were not in English when received
by the Depositary and (ii) make such translations, if any, available for inspection by holders and Owners of the Receipts.
The Depositary has no obligation of any kind to translate any of such reports or communications or to make such translation, if
any, available for such inspection.
The Depositary may,
in its discretion, exercise, in any manner, or not exercise, any and all voting rights that may exist in respect of the Deposited
Securities. The Depositary may, but assumes no obligation to, notify Owners of an upcoming meeting of holders of Deposited Securities
or solicit instructions from Owners as to the exercise of any voting rights with respect to the Deposited Securities. Upon the
written request of the Owner of this Receipt and payment to it of any expense involved, the Depositary may, in its sole discretion,
but assumes no obligation to, exercise any voting rights with respect to the amount of the Deposited Securities represented by
the American Depositary Shares evidenced by this Receipt in accordance with that request.
8.
DISTRIBUTIONS.
Until the surrender
of this Receipt, the Depositary (a) shall distribute or otherwise make available to the Owner hereof, at a time and in such manner
as it shall determine, any distributions of cash, Shares or other securities or property (other than subscription or other rights)
and (b) may distribute or otherwise make available to the Owner hereof, at a time and in such manner as it shall determine, any
distributions of subscription or other rights, in each case received with respect to the amount of Deposited Securities represented
hereby, after deduction, or upon payment of the fees and expenses of the Depositary described in Article 13 below, and the withholding
of any taxes in respect thereof; provided, however, that the Depositary shall not make any distribution for which
it has not received satisfactory assurances, which may be an opinion of United States counsel, that the distribution is registered
under, or is exempt from or not subject to the registration requirements of, the Securities Act of 1933 or any other applicable
law. If the Depositary is not obligated, under the preceding sentence, to distribute or make available a distribution under the
preceding sentence, the Depositary may sell such Shares, other securities, subscription or other rights, securities or other property,
and the Depositary shall distribute the net proceeds of a sale of that kind to the Owners entitled to them, after deduction or
upon payment of the fees and expenses of the Depositary described in Article 13 below and the withholding of any taxes in respect
thereof. In lieu of distributing fractional American Depositary Shares for distributed Shares or other fractional securities, the
Depositary may, in its discretion, sell the amount of securities or property equal to the aggregate of those fractions. In the
case of subscription or other rights, the Depositary may, in its discretion, issue warrants for such subscription or other rights
and/or seek instructions from the Owner of this Receipt as to the disposition to be made of such subscription or other rights.
If the Depositary does not distribute or make available to Owners or sell distributed subscription or other rights, the Depositary
shall allow those rights to lapse. Sales of subscription or other rights, securities or other property by the Depositary shall
be made at such time and in such manner as the Depositary may deem advisable.
If the Depositary
shall find in its opinion that any cash distribution is not convertible in its entirety or with respect to the Owners of a portion
of the Receipts, on a reasonable basis into U.S. Dollars available to it in the City of New York, or if any required approval or
license of any government or agency for such conversion is denied or is not obtainable within a reasonable period, the Depositary
may in its discretion make such conversion and distribution in U.S. Dollars to the extent possible, at such time and rates of conversion
as the Depositary shall deem appropriate, to the Owners entitled thereto and shall with respect to any such currency not converted
or convertible either (i) distribute such foreign currency to the holders entitled thereto or (ii) hold such currency for
the respective accounts of such Owners uninvested and without liability for interest thereon, in which case the Depositary may
distribute appropriate warrants or other instruments evidencing rights to receive such foreign currency.
9.
RECORD DATES ESTABLISHED BY DEPOSITARY.
Whenever any cash
dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights
shall be offered, with respect to Deposited Securities, or whenever the Depositary shall receive notice of any meeting of Owners
of Deposited Securities, or whenever it is necessary or desirable to determine the Owners of Receipts, the Depositary will fix
a record date for the determination of the Owners generally or the Owners of Receipts who shall be entitled to receive such dividend,
distribution or rights, or the net proceeds of the sale thereof, to give instructions for the exercise of voting rights at any
such meeting or responsible for any other purpose for which the record date was set.
10.
CHANGES AFFECTING DEPOSITED SECURITIES.
Upon (i) any
change in nominal value or any subdivision, combination or any other reclassification of the Deposited Securities, or (ii) any
recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation affecting the issuer of
the Deposited Securities or to which it is a party, or (iii) the redemption by the issuer of the Deposited Securities at any time
of any or all of such Deposited Securities (provided the same are subject to redemption), then and in any such case the Depositary
shall have the right to exchange or surrender such Deposited Securities and accept and hold hereunder in lieu thereof other shares,
securities, cash or property to be issued or delivered in lieu of or in exchange for, or distributed or paid with respect to, such
Deposited Securities. Upon any such exchange or surrender, the Depositary shall have the right, in its discretion, to call for
surrender of this Receipt in exchange (upon payment of fees and expenses of the Depositary) for one or more new Receipts of the
same form and tenor as this Receipt, but describing the substituted Deposited Securities. In any such case the Depositary shall
have the right to fix a date after which this Receipt shall only entitle the Owner to receive such new Receipt or Receipts. The
Depositary shall mail notice of any redemption of Deposited Securities to the Owners of Receipts, provided that in the case
of any redemption of less than all of the Deposited Securities, the Depositary shall select in such manner as it shall determine
an equivalent number of American Depositary Shares to be redeemed and shall mail notice of redemption only to the Owners of Receipts
evidencing those American Depositary Shares. The sole right of the Owners of Receipts evidencing American Depositary Shares designated
for redemption after the mailing of such notice of redemption shall be to receive the cash, rights and other property applicable
to the same, upon surrender to the Depositary (and upon payment of its fees and expenses) of the Receipts evidencing such American
Depositary Shares.
11.
LIABILITY OF DEPOSITARY.
The Depositary shall
not incur any liability to any holder or Owner of this Receipt (i) if by reason of any provisions of any present or future law
of the United States of America, any state thereof, or of any other country, or of any governmental or regulatory authority, or
by reason of any provision, present or future, of the charter or articles of association or similar governing document of the issuer
or of the Deposited Securities, the Depositary shall be prevented, delayed or forbidden from or subjected to any civil or criminal
penalty or extraordinary expenses on account of doing or performing any act or thing which by the terms hereof it is provided shall
be done or performed, (ii) by reason of any nonperformance or delay, caused as specified in clause (i) above, in the performance
of any act or thing which by the terms of this Receipt it is provided shall or may be done or performed, (iii) by reason of any
exercise of, or failure to exercise, any discretion provided for herein, (iv) for the inability of any Owner or holder to benefit
from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not made
available to Owners or holders, (v) for any special, consequential or punitive damages for any breach of the terms of this Receipt
or (vi) arising out of any act of God, terrorism or war or any other circumstances beyond its control.
The Depositary shall
not be responsible for any failure to carry out any requests to vote any Deposited Securities or for the manner or effect of any
vote that is cast either with or without the request of any Owner, or for not exercising any right to vote any Deposited Securities.
The Depositary does
not assume any obligation and shall not be subject to any liability to holders or Owners hereunder other than agreeing to act without
negligence or bad faith in the performance of such duties as are specifically set forth herein.
The Depositary shall
be under no obligation to appear in, prosecute or defend, any action, suit or other proceeding in respect of any of the Deposited
Securities or in respect of the Receipts on behalf of Owners or holders or any other persons. The Depositary shall not be liable
for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants or any other persons
believed by it in good faith to be competent to give such advice or information.
The Depositary, subject
to Article 14 hereof, may itself become the owner of and deal in securities of any class of the issuer of the Deposited Securities
and in Receipts of this issue.
12.
TERMINATION OF AGREEMENT AND SURRENDER OF THIS RECEIPT.
The Depositary may
at any time terminate the agreement evidenced by this Receipt and all other Receipts by mailing notice of such termination to the
Owners of all Receipts then outstanding at their addresses appearing upon the books of the Depositary, at least thirty days prior
to the date fixed in such notice for termination. On and after such date of termination the Owner hereof, upon surrender of this
Receipt at the Corporate Trust Office of the Depositary, will be entitled to delivery of the amount of the Deposited Securities
represented hereby upon the same terms and conditions, and upon payment of a fee at the rates provided herein with respect to the
surrender of this Receipt for Deposited Securities and on payment of applicable taxes and charges. The Depositary may convert any
dividends received by it in cash after the termination date into U.S. Dollars as herein provided, and after deducting therefrom
the fees of the Depositary and referred to herein and any taxes and governmental charges and shall thereafter hold the balance
of said dividends for the pro rata benefit of the Owners of the respective Receipts. As to any Receipts not so surrendered within
thirty days after such date of termination the Depositary shall thereafter have no obligation with respect to the collection or
disbursement of any subsequent dividends or any subscriptions or other rights accruing on the Deposited Securities. After the expiration
of three months from such date of termination the Depositary may sell any remaining Deposited Securities in such manner as it may
determine, and may thereafter hold uninvested the net proceeds of any such sale or sales together with any dividends received prior
to such sale or the U.S. Dollars received on conversion thereof, unsegregated and without liability for any interest thereon, for
the pro rata benefit of the Owners of the Receipts that have not theretofore been surrendered for cancellation, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, or if no such sale can
be made after the expiration of one year from such date of termination, the Depositary shall be discharged from all obligations
whatsoever to the holders and Owners of the Receipts except to make distribution of the net proceeds of sale and of such dividends
(after deducting all fees, charges and expenses of the Depositary) or of the Deposited Securities, in case no sale can be made,
upon surrender of the Receipts.
13.
CERTAIN FEES AND CHARGES OF THE DEPOSITARY.
The Depositary may
charge any party depositing or withdrawing Shares, any party transferring or surrendering Receipts, any party to whom Receipts
are issued (including issuance pursuant to a stock dividend or stock split or an exchange of stock or distribution pursuant to
Articles 8 or 10) or Owners, as applicable, (i) fees for the delivery or surrender of Receipts and deposit or withdrawal of Shares,
(ii) fees for distributing cash, Shares or other property received in respect of Deposited Securities, (iii) taxes and other governmental
charges, (iv) registration or custodial fees or charges relating to the Shares, (v) cable, telex and facsimile transmission expenses,
(vi) foreign currency conversion expenses and fees, (vii) depositary servicing fees and (viii) any other fees or charges incurred
by the Depositary or its agents in connection with the Receipt program. The Depositary’s fees and charges may differ from
those of other depositaries. The Depositary reserves the right to modify, reduce or increase its fees upon thirty (30) days' notice
to the Owner hereof. The Depositary will provide, without charge, a copy of its latest schedule of fees and charges to any party
requesting it.
The Depositary may
charge fees for receiving deposits and issuing Receipts, for delivering Deposited Securities against surrendered Receipts, for
transfer of Receipts, for splits or combinations of Receipts, for distribution of each cash or other distribution on Deposited
Securities, for sales or exercise of rights, or for other services performed hereunder. The Depositary reserves the right to modify,
reduce or increase its fees upon thirty (30) days' notice to the Owner hereof. The Depositary will provide, without charge, a copy
of its latest fee schedule to any party requesting it.
14.
PRE-RELEASE OF RECEIPTS.
Notwithstanding any
other provision of this Receipt, the Depositary may execute and deliver Receipts prior to the receipt of Shares (“Pre-Release”).
The Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such
cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The
Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded
or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered that such person, or
its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized with cash
or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number
of American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent
(30%) of the Shares deposited with the Depositary; provided, however, that the Depositary reserves the right to change
or disregard such limit from time to time as it deems appropriate.
The Depositary may
retain for its own account any compensation received by it in connection with the foregoing.
15.
COMPLIANCE WITH U.S. SECURITIES LAWS.
Notwithstanding any
terms of this Receipt to the contrary, the Depositary will not exercise any rights it has under this Receipt to prevent the withdrawal
or delivery of Deposited Securities in a manner which would violate the United States securities laws including, but not limited
to, Section 1A(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities
Act of 1933.
16.
GOVERNING LAW; VENUE OF ACTIONS; JURY TRIAL WAIVER.
This Receipt shall
be interpreted and all rights hereunder and provisions hereof shall be governed by the laws of the State of New York.
All actions and proceedings
brought by any Owner or holder of this Receipt against the Depositary arising out of or relating to the Shares or other Deposited
Securities, the American Depositary Shares or the Receipts, or any transaction contemplated herein, shall be litigated only in
courts located within the State of New York.
EACH OWNER AND HOLDER
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT,
ACTION OR PROCEEDING AGAINST THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED
SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, OR ANY TRANSACTION CONTEMPLATED HEREIN, OR THE BREACH HEREOF, INCLUDING
WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
17.
AMENDMENT OF RECEIPTS.
The form of the Receipts
and the agreement created thereby may at any time and from time to time be amended by the Depositary in any respect which it may
deem necessary or desirable. Any amendment which shall prejudice any substantial existing right of Owners shall not become effective
as to outstanding Receipts until the expiration of thirty (30) days after notice of such amendment shall have been given to the
Owners of outstanding Receipts; provided, however, that such thirty (30) days' notice shall in no event be required
with respect to any amendment which shall impose or increase any taxes or other governmental charges, registration fees, cable,
telex or facsimile transmission costs, delivery costs or other such expenses. Every Owner and holder of a Receipt at the time any
amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and
to be bound by the agreement created by Receipt as amended thereby. In no event shall any amendment impair the right of the Owner
of any Receipt to surrender such Receipt and receive therefor the amount of Deposited Securities represented by the American Depositary
Shares evidenced thereby, except in order to comply with mandatory provisions of applicable law.
Exhibit 5
Certification Under Rule 466
The Depositary, The Bank of New York Mellon,
represents and certifies the following:
| (1) | That it previously has filed a Registration Statement on Form F-6
(H&M Hennes & Mauritz AB, Registration No. 333-149593) which the Commission declared effective, with terms of deposit identical
to the terms of deposit of this Registration Statement except for the number of foreign securities a Depositary Share represents. |
| (2) | That its ability to designate the date and time of effectiveness
under Rule 466 has not been suspended. |
THE BANK OF NEW YORK MELLON,
As Depositary
By: /s/ Joanne Di Giovanni Hawke
Name: Joanne Di Giovanni Hawke
Title: Managing Director
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