SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 3 TO THE
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(A.C.N. 005 357 522)
(Exact name of issuer of deposited securities as specified in its charter)
(Translation of issuer's name into English)
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
The Bank of New York
One Wall Street, 29th Floor
New York, New York 10286
(Address, including zip code, and telephone number, including area code, of agent for service)
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
New York, New York 10271
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 3 to the Registration Statement which is incorporated herein by reference.
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption
Location in Form of Receipt Filed Herewith as Prospectus
1. Name and address of depositary
2. Title of American Depositary Receipts and identity of deposited securities
Face of Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities represented by one unit of American Depositary Receipts
Face of Receipt, upper right corner
(ii) The procedure for voting, if any, the deposited securities
Articles number 15, 16 and 18
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy soliciting material
Articles number 11, 15, 16 and 18
(v) The sale or exercise of rights
Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization
Articles number 12, 13, 15, 17 and 18
(vii) Amendment, extension or termination of the deposit agreement
Articles number 20 and 21
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
Article number 11
(ix) Restrictions upon the right to deposit or withdraw the underlying securities
Articles number 2, 3, 4, 5, 6, 8 and 22
(x) Limitation upon the liability of the depositary
Articles number 14, 18, 19 and 21
3. Fees and Charges
Articles number 7 and 8
Item - 2.
Public reports published by issuer
Article number 11
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Form of Amended and Restated Deposit Agreement dated as of December 9, 1988, as amended and restated as of December 6, 1994, as further amended and restated as of March 28, 2003, as further amended and restated as of _____________, 2007 among Australia and New Zealand Banking Group Limited, The Bank of New York as Depositary, and all Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
Form of Letter agreement among Australia and New Zealand Banking Group Limited and The Bank of New York relating to pre-release activities. Previously Filed.
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. - See (a) and (b) above.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
Certification under Rule 466. Filed herewith as Exhibit 5.
Power of Attorney. Filed herewith as Exhibit 7.
Item - 4.
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. 3 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, July 13, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares of Australia and New Zealand Banking Group Limited.
The Bank of New York,
By: /s/ Keith Galfo
Name: Keith Galfo
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Australia and New Zealand Banking Group Limited has caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Melbourne, Australia on July 11, 2007.
Australia and New Zealand Banking Group Limited
By: /s/ Peter Ralph Marriott
Name: Peter Ralph Marriott
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed on July 11, 2007 by the following persons in the capacities indicated below.
Charles Barrington Goode
Chief Executive Officer
Gregory John Clark
Jeremy Kitson Ellis
Margaret Anne Jackson
Ian John Macfarlane
David Edward Meiklejohn
John Powell Morschel
/s/ Peter Ralph Marriott
Peter Ralph Marriott
Chief Financial Officer
Shane Michael Buggle
Group General Manager, Finance
General Manager, Americas
*By: /s/ Peter Ralph Marriott
Peter Ralph Marriott**
**Peter Ralph Marriott is signing for Charles Barrington Goode, John McFarlane, Gregory John Clark, Jeremy Kitson Ellis, Margaret Anne Jackson, Ian John Macfarlane, David Edward Meiklejohn, John Powell Morschel, Shane Michael Buggle and Al Chircop pursuant to a power of attorney filed as Exhibit 7 to this Registration Statement.
INDEX TO EXHIBITS
Form of Amended and Restated Deposit Agreement dated as of December 9, 1988, as amended and restated as of December 6, 1994, as further amended and restated as of March 28, 2003, as further amended and restated as of
Certification under Rule 466.
Powers of Attorney.