As filed with the Securities and Exchange Commission on March 27, 2013. Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
TEMENOS GROUP AG
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Switzerland
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York Mellon
ADR Division
One Wall Street, 11th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
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(1) | Amount of registration fee |
| American Depositary Shares representing ordinary shares of Temenos Group AG | 100,000,000 American Depositary Shares |
$5.00 |
$5,000,000 |
$682.00 |
| (1) | For the purpose of this table only the term "unit" is defined as 100 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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption
| Location in Form of Receipt
|
| Introductory Article |
| Face of Receipt, top center |
Terms of Deposit:
| |
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
| (iii) The collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 |
| (iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
| (v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and 8 |
| (x) Limitation upon the liability of the depositary | Articles number 14, 18, 21 and 22 |
| 3. Fees and Charges | Articles number 7 and 8 |
Item - 2.Available Information
| Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.Exhibits
| a. | Form of Deposit Agreement dated as of ____________, 2013 among Temenos Group AG, The Bank of New York Mellon, as Depositary, and all Owners and Holdersfrom time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1. |
| b. | Any other agreement, to which the depositary is a party, relating to the issuance of the 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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4. |
| e. | Certification under Rule 466.– Not applicable. |
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 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.
(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 depositary shares thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 27, 2013.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Temenos Group AG.
By: The Bank of New York Mellon,
As Depositary
By:/s/ Joanne Di Giovanni Hawke
Name: Joanne Di FGiovanni Hawke
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Temenos Group AG has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Geneva, Switzerland, on March 27, 2013.
TEMENOS Group AG
By:/s/ David Arnott
Name: David Arnott
Title: CEO
By:/s/ Max Chuard
Name: Max Chuard
Title: CFO
Each person whose signature appears below hereby constitutes and appoints David Arnott, Max Chuard and Ariel Boussiba, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, 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, this Registration Statement has been signed below by the following persons in the capacities indicated on March 27, 2013.
/s/ David Arnott | Chief Executive Officer |
| David Arnott | (principal executive officer) |
/s/ Max Chuard | Chief Financial Officer |
| Max Chuard | (principal financial officer) |
/s/ Max Chuard | Group Chief Accountant |
| Oliver Wohnrau | (principal accounting officer) |
/s/ Andreas Andreades | Executive Chairman |
| Andreas Andreades | |
| Non-executive and Independent Director, | |
| Chris Pavlou | Vice-Chairman |
/s/ George Koukis | Non-executive Director |
| George Koukis | |
/s/ Ian Cookson | Non-executive and Independent Director |
| Ian Cookson | |
/s/ Thibault de Tersant | Non-executive and Independent Director |
| Thibault de Tersant | |
/s/ Sergio Giacoletto-Roggio | Non-executive and Independent Director |
| Sergio Giacoletto-Roggio | |
TEMENOS USA, INC.
By:/s/ Enrique O’Reilly
Name: Enrique O’Reilly
Title: Vice-President
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
| 1 | Form of Deposit Agreement dated as of __________, 2013 among Temenos Group AG, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. | |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. | |