Telstra Group Limited F6 Registration for ADRs

As filed with the Securities and Exchange Commission on October 20, 2022

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

AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

_________

Telstra Group Limited

(A.C.N. 650 620 303)

(Exact name of issuer of deposited securities as specified in its charter)

_________

Not Applicable

(Translation of issuer’s name into English)

_________

Australia

(Jurisdiction of incorporation or organization of issuer)

_______________________________

DEUTSCHE BANK TRUST COMPANY AMERICAS

(Exact name of depositary as specified in its charter)

1 Columbus Circle

New York, New York 10019

+1 (212) 250-9100

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

_________

Corporation Service Company

19 West 44th Street, Suite 200

New York, NY 10036

(Address, including zip code, and telephone number, including area code, of agent for service)

_______________________________

Copies to:

Waldo D. Jones, Jr., Esq.

Sullivan & Cromwell

Level 32, 101 Collins Street

Melbourne, VIC 3000

Australia

+61 3 9635 1507

Melissa Butler, Esq.

White & Case LLP

5 Old Broad Street
London EC2N 1DW
United Kingdom

+44 20 7532 1502

_______________________________

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 five ordinary shares of Telstra Group Limited	50,000,000	$0.05	$2,500,000	$275.50

¹	For the purpose of this table only the term "unit" is defined as 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 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.

This registration statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A to the form of Deposit Agreement filed as Exhibit (a) to this registration statement and is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Required Information				Location in Form of Receipt Filed Herewith as Prospectus

1.	Name of depositary and address of its principal executive office			Face of Receipt – introductory article and bottom center

2.	Title of Receipts and identity of deposited securities			Face of Receipt – top center

Terms of Deposit:

	(i)		The amount of deposited securities represented by one American Depositary Share (“ADS”)	Face of Receipt – upper right corner

	(ii)		The procedure for voting the deposited securities	Reverse of Receipt – Article 15

	(iii)		The procedure for collecting and distributing dividends	Reverse of Receipt – Article 13

	(iv)		The procedures for transmitting notices, reports and proxy soliciting material	Face of Receipt – Article 12; Reverse of Receipt – Articles 14 and 15

	(v)		The sale or exercise of rights	Face of Receipt – Articles 2, 6 and 9 Reverse of Receipt – Articles 13, 16 and 21

	(vi)		The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Reverse of Receipt – Articles 13 and 16

	(vii)		Amendment, extension or termination of the deposit arrangements	Reverse of Receipt – Articles 20 and 21 (no provision for extension)

	(viii)		The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts	Face of Receipt – Article 12

	(ix)		Restrictions upon the right to transfer or withdraw the underlying securities	Face of Receipt – Articles 2, 3, 4, 6 and 8; Reverse of Receipt – Article 22, 24 and 25

	(x)	Limitation on the depositary’s liability		Face of Receipt – Article 6 and 10; Reverse of Receipt – Articles 15, 16, 17, 18 and 21

3.	Fees and charges that a holder of Receipts may have to pay, either directly or indirectly			Face of Receipt – Article 9

Item 2. AVAILABLE INFORMATION

As set forth in Article (12) of the Form of Receipt constituting the prospectus included herein, Telstra Group Limited 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 (the “Securities Exchange Act of 1934”), on its Internet Web site (https://www.telstra.com.au) or through an electronic information delivery system generally available to the public in its primary trading market.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)

Form of Deposit Agreement, by and among the Telstra Group Limited, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”). — Filed herewith as Exhibit (a).

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder 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 White & Case 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. — Not applicable.

(f)

Powers of attorney for 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 ADRs, 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 an ADR thirty (30) days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 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 20, 2022.

	Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing five ordinary shares of Telstra Group Limited. Deutsche Bank Trust Company Americas, as Depositary

	By	/s/ Kelvyn Correa
		Name: Kelvyn Correa
		Title: Director

	By	/s/ Michael Tompkins
		Name: Michael Tompkins
		Title: Director

	Telstra Group Limited



	By:	/s/ Suzanne Rayner-Laver
		Name: Suzanne Rayner-Laver
		Title: Company Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Vicki Brady and Michael Ackland, his or her true and lawful attorney-in-fact and agent, 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.

Under the requirements of the Securities Act, this registration statement has been signed by the following persons on October 20, 2022, in the capacities indicated.

Signature		Title

/s/ John P Mullen		Non-Executive Chairman of the Board of Directors
Name: John P Mullen

/s/ Vicki Brady		Chief Executive Officer and Managing Director
Name: Vicki Brady

/s/ Michael Ackland		Chief Financial Officer
Name: Michael Ackland

/s/ Sanjay Khushu		Principal Accounting Officer
Name: Sanjay Khushu

/s/ Eelco Blok		Director
Name: Eelco Blok

/s/ Roy H Chestnutt		Director
Name: Roy H Chestnutt

/s/ Craig W Dunn		Director
Name: Craig W Dunn

/s/ Bridget Loudon		Director
Name: Bridget Loudon

/s/ Elana Rubin		Director
Name: Elana Rubin

/s/ Niek Jan van Damme		Director
Name: Niek Jan van Damme

/s/ Noah Drake		Authorized Representative in the United States
Name: Noah Drake

Index to Exhibits

Exhibit	Document
(a)	Form of Deposit Agreement
(d)	Opinion of White & Case LLP, counsel to the Depositary

Telstra Group Limited (TLGPY) F-6Registration for ADRs (foreign)