15F-12B
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUERS TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE
DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-14722
TELSTRA CORPORATION LIMITED
(A.B.N. 33 051 775 556)
(Exact Name of Registrant as Specified in Its Charter)
242 Exhibition Street
Melbourne, Victoria 3000
Australia
(61-3) 9634-6400
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Ordinary Shares(1)
American Depositary Shares(2)
Debt Securities
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate
the duty to file reports under the Securities Exchange Act of 1934:
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Rule 12h-6(a)
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Rule 12h-6(d)
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(for equity securities)
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(for successor registrants) |
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Rule 12h-6(c)
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Rule 12h-6(i)
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(for debt securities)
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(for prior Form 15 filers) |
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(1) Not for trading but only in connection with the listing of the American Depositary Shares.
(2) Evidenced by American Depositary Receipts, each American Depositary Share representing five
Ordinary Shares.
TABLE OF CONTENTS
PART I.
Item 1. Exchange Act Reporting History
Telstra Corporation Limited (Telstra) first incurred the duty to file reports under Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) on November 15,
1997. Telstra has filed or submitted all reports required under Exchange Act Section 13(a) or
Section 15(d) and corresponding rules of the Securities and Exchange Commission for the 12 months
preceding the filing of this Form and has filed at least one annual report under Section 13(a) of
the Exchange Act.
Item 2. Recent United States Market Activity
Telstras securities were last sold in the United States in a registered offering under the
Securities Act of 1933 on April 3, 2002.
Item 3. Foreign Listing and Primary Trading Market
The primary trading market for Telstras ordinary shares is the Australian Securities Exchange
in Australia. Telstras ordinary shares were initially listed on the Australian Securities
Exchange on November 17, 1997. Telstra has maintained a listing of the ordinary shares on the
Australian Securities Exchange for the 12 months preceding the filing of this Form. For the
12-month period ending on April 23, 2007, 98.5% (including trading in installment receipts that
convert into Telstras ordinary shares) or 97.8% (excluding trading in installment receipts that
convert into Telstras ordinary shares) of the trading volume in Telstras ordinary shares occurred
in Australia on the Australian Securities Exchange.
Item 4. Comparative Trading Volume Data
The first and last days of the recent 12-month period used to meet the requirements of Rule
12h-6(a)(4)(i) under the Exchange Act are April 24, 2006, and April 23, 2007. During that period,
the average daily trading volume of Telstras ordinary shares in the United States and on a
worldwide basis was 709,254 ordinary shares in the United States and 59,900,000 ordinary shares
(including trading in installment receipts that convert into Telstras ordinary shares) or
41,819,000 ordinary shares (excluding trading in installment receipts that convert into Telstras
ordinary shares) on a worldwide basis. For the same recent 12-month period, the average daily
trading volume of Telstras ordinary shares in the United States as a percentage of the average
daily trading volume for the ordinary shares on a worldwide basis was 1.18% (including trading in
installment receipts that convert into Telstras ordinary shares) or 1.70% (excluding trading in
installment receipts that convert into Telstras ordinary shares).
Telstra delisted the ordinary shares from the New York Stock Exchange on April 23, 2007. As
of that date, the average daily trading volume of Telstras ordinary shares in the United States as
a percentage of the average daily trading volume for the ordinary shares on a worldwide basis for
the preceding 12-month period was 1.18% (including trading in installment receipts that convert
into Telstras ordinary shares) or 1.70% (excluding trading in installment receipts that convert
into Telstras ordinary shares). Telstra has not terminated its sponsored American depositary
receipt facility relating to its ordinary shares.
The source of the trading volume information above used for determining whether Telstra meets
the requirements of Rule 12h-6 is Bloomberg.
Item 5. Alternative Record Holder Information
Not applicable.
Item 6. Debt Securities
The number of record holders of the debt securities on a worldwide basis on May 17, 2007, was 28.
Item 7. Notice Requirement
Telstra published a notice, as required by Rule 12h-6(h) under the Exchange Act, disclosing
its intent to terminate its duty to file reports under Section 13(a) or 15(d) of the Exchange Act
on March 28, 2007. The notice was disseminated in the United States via wire services including
PRNewswire, which distributed the release in the United States. In addition, Telstra submitted a
copy of the notice to the Securities and Exchange Commission under cover of a Form 6-K on April 10,
2007.
Item 8. Prior Form 15 Filers
Not applicable.
PART II.
Item 9. Rule 12g3-2(b) Exemption
The website on which Telstra will publish the information required under Rule
12g3-2(b)(1)(iii) is
http://www.telstra.com.au/abouttelstra/investor/index.cfm.
PART III.
Item 10. Exhibits
None.
Item 11.
Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the
effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of
information that causes it reasonably to believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in the United States
exceeded 5 percent of the average daily trading volume of that class of securities on a
worldwide basis for the same recent 12-month period that the issuer used for purposes of
Rule 12h-6(a)(4)(i);
(2) Its subject class of securities was held of record by 300 or more United States
residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule
12h-6(c); or
(3) It otherwise did not qualify for termination of its Exchange Act reporting obligations
under Rule 12h-6.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Telstra Corporation
Limited has duly authorized the undersigned person to sign on its behalf this certification on Form
15F. In so doing, Telstra Corporation Limited certifies that, as represented on this Form, it has
complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under
section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d)
of the Exchange Act, or both.
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TELSTRA CORPORATION LIMITED |
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By:
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/s/ John V. Stanhope
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Name: John V. Stanhope |
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Title: Chief Financial Officer |
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Date: June 4, 2007 |
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