As filed with the U.S. Securities and Exchange Commission on May 2, 2012
Registration No. 333-181036
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
CORPBANCA
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
REPUBLIC OF CHILE
(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) 602-1044
(Address, including zip code, and telephone number, including area code,
of depositary’s principal executive offices)
Corpbanca, New York Branch
845 Third Avenue
New York, New York 10022
(212) 980-1770
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Howard Kleinman, Esq. Dechert LLP 1095 Avenue of the Americas New York, New York 10036 United States of America (212) 698-3567 | Conrado Tenaglia, Esq. Linklaters LLP 1345 Avenue of the Americas New York, New York 10105 United States of America (212) 903-9010 |
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: [X]
CALCULATION OF REGISTRATION FEE
Title of each Class of Securities to be Registered | Amount to be | Proposed Maximum Per Unit(1) | Proposed Maximum Offering Price(2) | Amount of | ||||
American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”), representing common shares of Corpbanca | N/A
| N/A | N/A | N/A |
(1) Each unit represents one hundred (100) ADSs.
(2) 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 ADSs.
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 this Registration Statement shall become effective on such date as the Securities and Exchange Commission (the “Commission”), acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The prospectus consists of the proposed form of ADR included as Exhibit A to the Form of Deposit Agreement previously filed as Exhibit 1 to the Registration Statement on Form F-6 and is incorporated into this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 by reference.
Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
Cross-Reference Sheet
Item Number and Caption | Location in Form of ADR Filed Herewith as Prospectus | |||
|
| |||
1. | Name of Depositary and address of its principal executive office: | Introductory Article. | ||
2. | Title of ADRs and identity of deposited securities: | First page of ADR, top center. | ||
Terms of Deposit: | ||||
(a) | Amount of deposited securities represented by one unit of ADRs: | First page of ADR, upper right corner. | ||
(b) | Any procedure for voting the deposited securities: | Articles number 15, 16 and 18. | ||
(c) | Procedure for collecting and distributing dividends: | Articles number 4, 12, 13, 15 and 18. | ||
(d) | Procedures for transmitting notices, reports and proxy soliciting material: | Articles number 11, 15, 16 and 18. | ||
(e) | Sale or exercise of rights: | Articles number 13, 14, 15 and 18. | ||
(f) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization: | Articles number 12, 13, 15, 17 and 18. | ||
(g) | Amendment, extension or termination of the deposit agreement: | Articles number 20 and 21. | ||
(h) | Rights of holders of ADRs to inspect the transfer books of the depositary and the list of holders of ADRs: | Article number 11. | ||
(i) | Restrictions on the right to transfer or withdraw the underlying securities: | Articles number 2, 3, 4, 5, 6 and 8. | ||
(j) | Any limitation on the depositary’s liability: | Articles number 14, 18, 19 and 21. | ||
3. | Fees and charges which may be imposed directly or indirectly on holders of ADRs: | Article number 7. |
Item 2. AVAILABLE INFORMATION
Item Number and Caption | Location in Form of ADR Filed Herewith as Prospectus | |
|
| |
(a) Public reports furnished by the Issuer. | Article number 11. |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. | EXHIBITS |
(a) | Form of Deposit Agreement, including the Form of ADR, among Corpbanca, as Issuer, Deutsche Bank Trust Company Americas, as Depositary, and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunder – Previously filed as Exhibit 1 to Registration Statement on Form F-6 (Reg. No. 333-181036) filed with the Commission on April 30, 2012, and incorporated herein by reference. |
(b) | Any other agreement to which the Depositary is a party relating to the issuance of the ADSs 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 Linklaters LLP, counsel for the Depositary as to the legality of the securities being 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 ADRs, 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 ADR thirty (30) days before any change in the fee schedule. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Pre-Effective Amendment No. 1 to 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 May 2, 2012.
Legal entity to be created by the Deposit Agreement for the issuance of ADRs evidencing ADSs for common shares of Corpbanca | ||||
Deutsche Bank Trust Company Americas, as Depositary, | ||||
By: | /s/ Laura Bonner | |||
Name: Laura Bonner | ||||
Title: Vice President | ||||
By: | /s/ James Kelly | |||
Name: James Kelly | ||||
Title: Vice President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Corpbanca has caused this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Santiago, Chile, on May 2, 2012.
CORPBANCA, | ||||
By: | /s/ Jorge Andrés Saieh Guzmán | |||
Name: Jorge Andrés Saieh Guzmán | ||||
Title: Chairman of the Board | ||||
By: | /s/ Julio Barriga Silva | |||
Name: Julio Barriga Silva | ||||
Title: Director | ||||
By: | /s/ Ana Beatriz Holuigue Barros | |||
Name: Ana Beatriz Holuigue Barros | ||||
Title: Director | ||||
By: | /s/ Francisco León Délano | |||
Name: Francisco León Délano | ||||
Title: Director | ||||
By: | /s/ Jorge Selume Zaror | |||
Name: Jorge Selume Zaror | ||||
Title: Director | ||||
By: | /s/ Francisco Mobarec Asfura | |||
Name: Francisco Mobarec Asfura | ||||
Title: Director | ||||
By: | /s/ Eugenio Gigogne Miqueles | |||
Name: Eugenio Gigogne Miqueles | ||||
Title: Chief Financial Officer | ||||
By: | /s/ Fernando Massú Taré | |||
Name: Fernando Massú Taré | ||||
Title: Chief Executive Officer |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the undersigned in his/her capacity as the duly authorized representative of the registrant in the United States on May 2, 2012.
CORPBANCA, NEW YORK BRANCH | ||||||
By: | /s/ Fernando Burgos | |||||
Name: Fernando Burgos | ||||||
Title: | General Manager | |||||
For and on behalf of Corpbanca, New York Branch, the Authorized U.S. Representative |
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INDEX TO EXHIBITS
Exhibit | Document | |
1 |
Form of Deposit Agreement, including the Form of ADR, among Corpbanca, as Issuer, Deutsche Bank Trust Company Americas, as Depositary, and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunder—Previously filed as Exhibit 1 to Registration Statement on Form F-6 (Reg. No. 333-181036) filed with the Commission on April 30, 2012, and incorporated herein by reference. | |
4 | Opinion of Linklaters LLP, counsel for the Depositary, as to the legality of the securities being registered. |
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