Securities Registration (ads, Immediate) (f-6ef)
23 November 2019 - 8:14AM
Edgar (US Regulatory)
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
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Nomura Research Institute, Ltd.
(Exact name of Issuer of deposited securities
as specified in its charter)
Japan
(Jurisdiction of Incorporation or organization
of Issuer)
_______________________
JPMorgan Chase Bank, N.A.
(Exact name of depositary as specified in
its charter)
383 Madison Avenue, Floor 11, New York,
New York 10179
Tel. No.: (800) 990-1135
(Address, including zip code, and telephone
number of depositary's principal offices)
_______________________
JPMorgan Chase Bank, N.A.
ADR Department
383 Madison Avenue, Floor 11
New York, New York 10179
Tel. No.: (800) 990-1135
(Address, including zip code, and telephone
number of agent for service)
_______________________
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates, LLP
570 Lexington Avenue, Suite 2405
New York, New York 10022
It is proposed that this filing become effective
under Rule 466
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immediately upon filing
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on ___at ___ a.m. (EST)
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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
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Amount
to be Registered
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Proposed Maximum
Offering
Price Per Unit (1)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
Registration Fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary
Share representing one-fourth of one share of common stock of Nomura Research Institute, Ltd.
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1,000,000
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$0.05
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$50,000
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$6.49
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(1) Each unit represents 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 such Receipts evidencing such American Depositary Shares.
Pursuant to Rule 429, the Prospectus contained herein also
relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-150404.
PART I
INFORMATION REQUIRED IN
PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary
Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for voting, if any, the deposited securities
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Articles (12) and (14)
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(iii)
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Collection and distribution of dividends
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Article (13)
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(iv)
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Transmission of notices, reports and proxy soliciting material
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Articles (11) and (12)
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(v)
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Sale or exercise
of rights
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Articles (13) and (14)
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(vi)
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Deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Articles (13) and (16)
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(vii)
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Amendment, extension or termination of the Deposit Agreement
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Articles (18) and (19)
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(viii)
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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 (3)
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Articles (1), (2), (4), (6), (15), (16) and (17)
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(x)
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Fees and Charges
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Introductory paragraph and Articles (1), (2), (4), (7), (16) and (17)
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(3)
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Fees and Charges
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Article (20)
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Item 2. AVAILABLE INFORMATION
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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Statement that as of the date of the establishment
of the program for issuance of Receipts by the Depositary, the Depositary had 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 Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet
Web site (with the location of such Internet Web site) or through an electronic information delivery system
generally available to the public in its primary trading market
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Article (11)
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Prospectus
THIS PAGE AND THE
FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY
RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy
of Agreement - The Agreement between JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from
time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained in the form
of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement. Filed herewith
as exhibit (a).
(b) Any
other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody
of the deposited securities represented thereby. - None.
(c) Any
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. - None.
(d) Opinion
of Ziegler, Ziegler & Associates 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. Filed herewith as exhibit (e).
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 Receipts,
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 a Receipt thirty days before any change in
the fee schedule.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal
entity created by the agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to
believe that all of the requirements for filing on Form F-6 are met and has duly caused this 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 4, 2019.
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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 Registration Statement on Form
F-6
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Lisa M. Hayes
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Name:
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Lisa M. Hayes
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Title:
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Vice President
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INDEX TO EXHIBITS
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Exhibit
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Number
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(a)
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Form of ADR
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(d)
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Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
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(e)
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Rule 466 Certification
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