| As filed with the Securities and Exchange Commission on April 17, 2024 | 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
INTESA SANPAOLO S.p.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
REPUBLIC OF ITALY
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
240 Greenwich 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
Legal Department
240 Greenwich Street
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 | Michael S. Immordino, Esq. White & Case LLP 5 Old Broad Street London EC2N 1DW United Kingdom +44 207 532 1399 |
It is proposed that this filing become effective under Rule 466
[X] 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 offering price per unit (1) | Proposed maximum aggregate offering price | Amount of registration fee |
American Depositary Shares representing ordinary shares of Intesa Sanpaolo S.p.A. | 200,000,000 American Depositary Shares | $5.00 | $10,000,000 | $1,476.00 |
| (1) | For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares or portion thereof. |
The prospectus consists of the proposed form of American Depositary Receipt (“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 Filed Herewith as Prospectus |
1. Name and address of depositary | | Introductory Paragraph |
2. Title of American Depositary Receipts and identity of deposited securities | | 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 | | Paragraph (12) |
| (iii) The collection and distribution of dividends | | Paragraphs (4), (5), (7) and (10) |
| (iv) The transmission of notices, reports and proxy soliciting material | | Paragraphs (8) and (12) |
| (v) The sale or exercise of rights | | Paragraphs (4), (5) and (10) |
| (vi) The 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 Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | | 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 | | |
| | | Public reports furnished by issuer | | Paragraph (8) |
| | | | | |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
| a. | Form of Amended and Restated Deposit Agreement dated as of March 20, 2008 among Intesa Sanpaolo S.p.A., The Bank of New York Mellon, as Depositary, and all Holders from time to time of American Depositary Receipts 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. – 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. – 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 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 April 17, 2024.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Intesa Sanpaolo S.p.A.
| By: | The Bank of New York Mellon |
| | As Depositary |
| | |
| | |
| | By: | /s/ Juliana Dager |
| | Name: | Juliana Dager |
| | Title: | Director |
Pursuant to the requirements of the Securities Act of 1933, Intesa Sanpaolo S.p.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Milan, Italy, on April 17, 2024.
| Intesa Sanpaolo S.p.A. |
| |
| |
| By: | /s/ Carlo Messina |
| Name: | Carlo Messina |
| Title: | Managing Director and Chief Executive Officer |
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 April 17, 2024.
/s/ Carlo Messina | Chief Executive Officer |
| Carlo Messina | (principal executive officer) |
| | |
| | |
/s/ Luca Bocca | Chief Financial Officer |
| Luca Bocca | (principal financial officer) |
| | |
| | |
/s/ Elisabetta Stegher | Chief Accounting Officer |
| Elisabetta Stegher | (principal accounting officer) |
| | |
| | |
/s/ Gian Maria Gros-Pietro | Chair |
| Gian Maria Gros-Pietro | |
| | |
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/s/ Paolo Andrea Colombo | Deputy Chair |
| Paolo Andrea Colombo | |
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/s/ Franco Ceruti | Director |
| Franco Ceruti | |
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/s/ Paola Tagliavini | Director |
| Paola Tagliavini | |
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/s/ Liana Logiurato | Director |
| Liana Logiurato | |
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/s/ Luciano Nebbia | Director |
| Luciano Nebbia | |
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/s/ Bruno Picca | Director |
| Bruno Picca | |
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/s/ Livia Pomodoro | Director |
| Livia Pomodoro | |
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/s/ Maria Alessandra Stefanelli | Director |
| Maria Alessandra Stefanelli | |
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/s/ Bruno Maria Parigi | Director |
| Bruno Maria Parigi | |
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/s/ Daniele Zamboni | Director |
| Daniele Zamboni | |
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| Director |
| Maria Mazzarella | |
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/s/ Anna Gatti | Director |
| Anna Gatti | |
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/s/ Fabrizio Mosca | Director |
| Fabrizio Mosca | |
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/s/ Milena Teresa Motta | Director |
| Milena Teresa Motta | |
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/s/ Maria Cristina Zoppo | Director |
| Maria Cristina Zoppo | |
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/s/ Alberto Maria Pisani | Director |
| Alberto Maria Pisani | |
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/s/ Roberto Franchini | Director |
| Roberto Franchini | |
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| Intesa Sanpaolo S.p.A., New York Branch | Authorized Representative in the United States |
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| By: | /s/ Nicola Baiocchi Di Silvestri | |
| Name | Nicola Baiocchi Di Silvestri | |
| Title: | Managing Director and General Manager New York Branch | |
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INDEX TO EXHIBITS
Exhibit Number | Exhibit |
| | |
| 1 | Form of Amended and Restated Deposit Agreement dated as of March 20, 2008 among Intesa Sanpaolo S.p.A., The Bank of New York Mellon, as Depositary, and all Holders from time to time of American Depositary Receipts issued thereunder. |
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| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered. |
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| | |
| 5 | Certification Under Rule 466. |
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