Form F-6 POS Glencore plc/ADR Filed by: Digital Securities Depositary Corporation, Inc.
As filed with the Securities and Exchange Commission on April 16, 2026
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
Post Effective Amendment No. 1 to Registration No. 333-294930
REGISTRATION STATEMENT
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
Name of the Company
Glencore plc
N/A
(Translation of issuer’s name into English)
Bailiwick of Jersey
(Jurisdiction of incorporation or organization of issuer)
Digital Securities Depositary Corporation, Inc.
(Exact name of depositary as specified in its charter)
The Malin
32 Mercer Street, 3rd Floor
New York, New York 10013
917-892-1059
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Compliance Oversight and Governance Provided By
Rialto Markets LLC
256 Patrick Mill Circle
Ponte Verda Beach, FL 32082 USA
(917) 575-2601
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John A. Coleman, Jr.
John A. Coleman, Jr., Esq., P.C.
488 Madison Avenue, Suite 2001, New York, New York 10022
It is proposed that this filing become effective under Rule 466
(check appropriate box)
☒ immediately upon filing
☐ on (Date) at (Time).
If a separate 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
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Amount to be
registered
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Proposed
maximum aggregate
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
(ADS(s)), each ADS
representing the right to receive
two ordinary share of Glencore
plc (the “Company”)
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10,000,000 American
Depositary Shares
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$0.05
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$500,000
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$76.55
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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 American Depositary Shares.
The Registrant hereby amends this registration statement 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 shall
thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until 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.
Explanatory Note
Amended filing to update EX-99.(e) only.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The prospectus consists of the proposed Form of American Depositary Receipt and Statement of Terms and Conditions filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
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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.
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Name and address of the depositary
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Introductory Article
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2.
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Title of American Depositary Shares and identity of deposited securities
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Face of Receipt, top center
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Terms of Deposit
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(i) The amount of deposited securities represented by each American Depositary Share
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Face of Receipt, upper right corner
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(ii) The procedure for voting, if any, the deposited securities
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Articles number 8 and 12
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(iii) The collection and distribution of dividends
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Articles number 9 and 13
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(iv) The transmission of notices, reports and proxy soliciting material
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Article number 8
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(v) The sale or exercise of rights
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Articles number 4 and 9
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(vi) The deposit or sale of securities resulting from dividends, splits, or plans of reorganization
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Articles number 9 and 11
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(vii) Amendment, extension, or termination of the deposit agreement
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Article number 13 and 17
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(viii) Rights of holders of American Depositary Shares to inspect the transfer books of the depositary and the list of holders of American Depositary Shares
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Article number 3
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(ix) Restrictions upon the right to deposit or withdraw the underlying securities
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Articles number 2, 3, 4, 6, 11, 12 and 14
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(x) Limitation upon the liability of the depositary
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Articles number 5, 8, 9, 12, 13 and 18
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| Item - 2. |
Available Information
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Statement that as of the date of the establishment of the program for issuance of American Depositary Shares by the Depositary, based on the reasonably good faith belief of the Depositary, after limited investigation, the Registrant
represents that, as of the date hereof, the foreign issuer publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended or on its Internet
Web site (with the location of such Internet Web site) or through an electronic information delivery system generally available in its primary trading market
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Article number 8
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Part II- Information Not Required in Prospectus.
| Item – 3. |
Exhibits
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a.
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Form of American Depositary Receipt and Statement of Terms and Conditions, constituting the Prospectus filed a part of this Registration Statement, which contains the form of agreement relating to the American Depositary Shares
registered hereunder. – Filed herewith as Exhibit a.
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b.
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Membership Agreement between Rialto Markets LLC and the Digital Securities Depositary Corporation – Filed herewith as Exhibit b.
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c.
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Rialto Markets LLC FINRA Membership Agreement - filed herewith as Exhibit c.
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d.
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Opinion of John A. Coleman, Jr., Esq., P.C., counsel for the Depositary, as to the legality of the securities to be registered. – Filed herewith as Exhibit d.
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e.
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Certification under Rule 466.
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f.
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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.
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| Item – 4. |
Undertakings
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(a)
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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 Shares, 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.
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(b)
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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 American Depositary Shares thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Digital Securities Depository Corporation, Inc., 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 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 State of New York, on April 16th
2026.
Legal entity created by the agreement for the issuance of American Depositary Shares for the common stock of Glencore plc.
By: Digital Securities Depositary Corporation
As Depositary
By: /s/ Alistair Jones
Name: Alistair Jones
Title: CEO
INDEX TO EXHIBITS
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Exhibit
Number
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Exhibit
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Form of American Depositary Receipt and Statement of Terms and Conditions, which contains the form of deposit agreement relating to the American Depositary Shares registered hereunder.
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Membership Agreement between Rialto Markets LLC and the Digital Securities Depositary Corporation – Filed herewith as Exhibit b.
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Rialto Markets LLC FINRA Membership Agreement - filed herewith as Exhibit c.
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Opinion of John A. Coleman, Jr., Esq., P.C., counsel for the Depositary, as to the legality of the securities to be registered. – Filed herewith as Exhibit d.
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Certification under Rule 466 - Filed herewith as Exhibit e.
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ATTACHMENTS / EXHIBITS
