As filed with the Securities and Exchange Commission on August 23, 2018
Registration No. 333-154483
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
Naturgy Energy Group, S.A.
(f/k/a Gas Natural SDG, S.A.)
(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)
225 Liberty Street, New York, N.Y. 10286
Telephone (212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
The Bank of New York Mellon
ADR Division
225 Liberty Street, 21st Floor
New York, N.Y. 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
☐ (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box.☐
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
| Item -1. | Description of Securities to be Registered | ||||
Item Number and Caption
| Location in Form of Receipt Filed Herewith as Prospectus
| ||||
1. Name and address of depositary
| Introductory Article | ||||
2. Title of American Depositary Shares and identity of deposited securities
| Face of Receipt, top center | ||||
Terms of Deposit:
| |||||
| (i) The amount of deposited securities represented by each American Depositary Share | Face of Receipt, upper right corner | ||||
| (ii) The procedure for voting, if any, the deposited securities | Articles number 8 and 12 | ||||
| (iii) The collection and distribution of dividends | Articles number 9 and 13 | ||||
| (iv) The transmission of notices, reports and proxy soliciting material | Article number 8 | ||||
| (v) The sale or exercise of rights | Articles number 4 and 9 | ||||
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 9 and 11 | ||||
| (vii) Amendment, extension or termination of the deposit agreement | Article number 13 and 18 | ||||
| (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 | Article number 3 | ||||
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 6, 11, 12 and 14 | ||||
| (x) Limitation upon the liability of the depositary | Articles number 5, 8, 9, 12, 13 and 19 | ||||
| Item - 2. | Available Information | ||
| Public reports furnished by issuer | Article number 8 |
Part II- Information Not Required in Prospectus.
| Item – 3. | Exhibits |
| 1. | 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. – Filed herewith as Exhibit 1. |
| 4. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously filed. |
| 5 | Certification under Rule 466. – Filed herewith as Exhibit 5. |
| 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 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 American 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 August 23, 2018.
Legal entity created by the agreement for the issuance of American Depositary Shares for shares of common stock, of Naturgy Energy Group, S.A.
By: The Bank of New York Mellon,
As Depositary
By:/s/ Joanne Di Giovanni Hawke
Name: Joanne Di Giovanni Hawke
Title: Managing Director
INDEX TO EXHIBITS
| Exhibit Number | Exhibit |
| 1 | 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. |
| 5 | Certification under Rule 466. |