Registration No. 333- _____
As filed with the United States Securities and Exchange Commission on February 21, 2020
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
KONINKLIJKE KPN N.V.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
The Netherlands
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
GETRONICS US OPERATIONS, INC.
20423 State Road 7, Suite F6-487
Boca Raton, FL 33498
Phone: (561) 702-9230
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
| It is proposed that this filing become effective under Rule 466: | x | immediately upon filing. |
| o | on (Date) at (Time) |
If a separate registration statement has been filed to register the deposited shares, check the following box:o
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Koninklijke KPN N.V. | 100,000,000 | $0.05 | $5,000,000 | $649.00 |
| * | Each unit represents one American Depositary Share. |
| ** | 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. |
Explanatory Note
This Registration Statement on Form F-6 is being filed and the ADSs are being registered in order to accommodate the issuance of additional ADSs upon the deposit of ordinary shares ofKoninklijke KPN N.V.
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
PROSPECTUS
The prospectus consists of the proposed form of American Depositary Receipt (also referred to as an "ADR"), included as Exhibit A to the Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement and 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 and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | ||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||
| Terms of Deposit: | ||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
| (ii) | Procedure for voting, if any, the deposited securities | Paragraph (12) | ||
| (iii) | Collection and distribution of dividends | Paragraphs (4), (5), (7) and (10) | ||
| (iv) | Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8) and (12) | ||
| (v) | Sale or exercise of rights | Paragraphs (4), (5) and (10) | ||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (4), (5), (10) and (13) | ||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (16) and (17) | ||
| (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | Paragraph (3) | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), and (5) | ||
| (x) | Limitation upon the liability of the Depositary | Paragraph (14) | ||
| (3) | Fees and Charges | Paragraph (7) | ||
| Item 2. AVAILABLE INFORMATION | |||
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | ||
| (a) | Statement that Koninklijke KPN N.V. publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (https://overons.kpn/en/the-company) or through an electronic information delivery system generally available to the public in its primary trading market. | Paragraph (8) | |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
| (a)(1) | Form of Second Amended and Restated Deposit Agreement, dated as of June 20, 2013, by and among Koninklijke KPN N.V., Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt). – Previously filed as Exhibit (a) to the Registration Statement on Form F-6 (No. 333-189165) filed with the Securities and Exchange Commission on June 7, 2013 and incorporated herein by reference. |
| (a)(2) | Form of American Depositary Receipt. Filed herewith as Exhibit (a)(2). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares 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 Company in effect at any time within the last three years. – Not Applicable. |
| (d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. – Filed herewith as Exhibit (e). |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative 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 30 days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Koninklijke KPN N.V., Deutsche Bank Trust Company Americas, as depositary, and all holders from time to time of ADSs evidenced by 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 February 19, 2020.
Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing ADSs, each representing one ordinary share of Koninklijke KPN N.V.
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | ||
| By: | /s/ Michael Fitzpatrick | |
| Name: Michael Fitzpatrick | ||
| Title: Vice President | ||
| By: | /s/ Michael Curran | |
| Name: Michael Curran | ||
| Title: Vice President | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Koninklijke KPN N.V. 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, on February 7, 2020.
| Koninklijke KPN N.V. | ||
| By: | /s/ Joost Frans Eduard Farwerck | |
| Name: | Joost Frans Eduard Farwerck | |
| Title: | Chairman of the Board of Management and CEO | |
Know all persons by these presents that each person whose signature appears below constitutes and appoints Joost Frans Eduard Farwerck, his or her true lawful attorney-in-fact and agent with full and several power of substitution and resubstitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments and supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, 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 on February 7, 2020:
| Signatures | Title | ||
| /s/ Joost Frans Eduard Farwerck | Chairman of the Board of Managementand Chief Executive Officer | ||
| Joost Frans Eduard Farwerck | |||
| /s/ Jan Cornelis de Jager | Member of the Board of Management,Chief Financial Officer | ||
| Jan Cornelis de Jager | |||
| /s/ Marieke Willemine Magteld Snoep | Member of the Board of Management, | ||
| Marieke Willemine Magteld Snoep | |||
| /s/ Jean Pascal Emmanuel Dominique Van Overbeke | Member of the Board of Management | ||
| Jean Pascal Emmanuel Dominique Van Overbeke | |||
| /s/ Babak Fouladi | Member of the Board of Management | ||
| Babak Fouladi | |||
| /s/ Hilde Garssen | Member of the Board of Management | ||
| Hilde Garssen |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Koninklijke KPN N.V. , has signed this Registration Statement in Boca Raton, FL, on February 3, 2020.
| Authorized U.S. Representative | ||
| By: | /s/ Joan Gilpatrick | |
| J. Gilpatrick | ||
INDEX TO EXHIBITS
| Exhibit Number | |
| (a)(2) | Form of American Depositary Receipt |
| (d) | Opinion of Counsel |
| (e) | Rule 466 Certification |
