As filed with the U.S. Securities and Exchange Commission on October 6, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
HARENA RARE EARTHS PLC
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
England and Wales
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
270 Park Avenue, Floor 8
New York, New York 10017
Telephone: +1-800-990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Telephone: +1-302-738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
JPMorgan Chase Bank, N.A. New York, New York 10017 Telephone: +1-800-990-1135 |
Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151 |
It is proposed that this filing become effective under Rule 466
¨ immediately upon filing
¨ on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. ¨
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 |
| American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing one hundred (100) ordinary shares of Harena Rare Earths PLC. |
50,000,000 American Depositary Shares |
$0.05 | $2,500,000.00 | $217.50 |
| (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 American Depositary Receipts evidencing American Depositary Shares. |
The Registrant hereby amends this Registration Statement on Form F-6 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement on Form F-6 shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement on Form F-6 shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| 1. | Name of the depositary and the address of its principal executive office | Introductory paragraph and bottom of face of American Depositary Receipt | ||
| 2. | Title of the American Depositary Receipts and identity of the deposited securities | Face of American Depositary Receipt, top center | ||
| Terms of Deposit: | ||||
| (a) | Amount of deposited securities represented by one unit of American Depositary Receipts | Face of American Depositary Receipt, upper right corner | ||
| (b) | Procedure for voting the deposited securities | Paragraphs (6), (11) and (12) | ||
| (c) | Procedure for collecting and distributing dividends | Paragraphs (4), (5), (7), (10), (11), (13) and (21) | ||
| (d) | Procedures for transmitting notices, reports and proxy soliciting material | Paragraphs (3), (8), (11) and (12) | ||
| (e) | Sale or exercise of rights | Paragraphs (4), (5), (7) and (10) | ||
| (f) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (3), (4), (5), (7), (10), (11), (13) and (21) | ||
| (g) | Amendment, extension or termination of the deposit arrangements | Paragraphs (15), (16) and (17) | ||
| (h) | Rights that holders of American Depositary Receipts have to inspect the books of the depositary and the list of receipt holders | Paragraph (3) | ||
| (i) | Restrictions on the right to transfer or withdraw the underlying securities | Paragraphs (1), (2), (4), (5) and (6) | ||
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| (j) | Limitation on the depositary’s liability | Paragraphs (14), (17), (19) and (20) | ||
| 3. | Fees and charges that a holder of American Depositary Receipts may have to pay, either directly or indirectly | Paragraph (7) | ||
| 4. | Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities | Paragraph (7) | ||
| Item 2. AVAILABLE INFORMATION | Paragraph (8) | |||
Harena Rare Earths PLC (the “Company”) publishes information in English required to maintain the exemption from registration under the Securities Exchange Act of 1934, as amended, afforded by Rule 12g3-2(b) promulgated thereunder on its Internet Web site or through an electronic information delivery system generally available to the public in its primary trading market. As of the date hereof, the Company’s internet website is located at www.harenaresources.com.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Deposit Agreement among Harena Rare Earths PLC (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the “Deposit Agreement”), including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby 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 Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not Applicable. |
| (f) | Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto. |
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 American Depositary 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 amounts of fees charged are 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 American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the “Depositary”) on behalf of the legal entity created by the Deposit Agreement (the “Deposit Agreement”) among Harena Rare Earths PLC, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, 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 October 6, 2026.
| Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |||
| By: | JPMORGAN CHASE BANK, N.A., solely in its capacity as Depositary | ||
| By: | /s/ Gregory A. Levendis | ||
| Name: Gregory A. Levendis | |||
| Title: Executive Director | |||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Harena Rare Earths PLC 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 London, United Kingdom, on October 6, 2026.
| HARENA RARE EARTHS PLC | ||
| By: | /s/ Ivan Murphy | |
| Name: Ivan Murphy | ||
| Title: Executive Chairman | ||
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ivan Murphy and John Allardyce, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her 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.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on October 6, 2026.
SIGNATURES
| Signature | Title | |
| /s/ Ivan Murphy | Executive Chairman | |
| Ivan Murphy | (principal executive officer) | |
| /s/ John Allardyce | Chief Financial Officer | |
| John Allardyce | (principal financial and accounting officer) | |
| /s/ Allan Mulligan | Executive Technical Director | |
| Allan Mulligan | ||
| /s/ Tim Morrison | Non-Executive Director | |
| Tim Morrison | ||
| /s/ Stephen Weir | Non-Executive Director | |
| Stephen Weir | ||
| /s/ Andrew Paul Richards | Non-Executive Director | |
| Andrew Paul Richards |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Harena Rare Earths plc, has signed this Registration Statement on Form F-6 in Newark, Delaware, on October 6, 2026.
| Authorized U.S. Representative | |||
| By: | Puglisi & Associates | ||
| By: | /s/ Donald J. Puglisi | ||
| Name: Donald J. Puglisi | |||
| Title: Managing Director | |||
INDEX TO EXHIBITS