As filed with the U.S. Securities and Exchange Commission on December 1, 2006
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 Evidenced by American Depositary Receipts
___________________
BANCA INTESA 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)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Banca Intesa S.p.A. - New York Branch
One William Street
New York, New York 10004
(212) 607-3500
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq. | Michael S. Immordino, Esq. |
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 | Latham & Watkins 99 Bishopsgate London EC2M 3XF (44) 20 7710 1000 |
It is proposed that this filing become effective under Rule 466
o 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 (1) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing six ordinary shares of Banca Intesa S.p.A. | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $535 |
(1) | Each unit represents one American Depositary Share. |
(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 American Depositary Receipts evidencing 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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Amendment to Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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 (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)(b) | Statement that Banca Intesa S.p.A. either (i) furnishes the Commission with certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934 or (ii) is otherwise subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and accordingly files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. | Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) | Form of Amendment to Deposit Agreement. Form of Amendment to Deposit Agreement dated as of , 2006 among Banca Intesa S.p.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Amendment", the deposit agreement which is thereby amended being the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a). |
(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 issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
(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 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 thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, 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 December 1, 2006.
Legal entity created by the Deposit Agreement as amended by the Amendment for the issuance of ADRs evidencing American Depositary Shares | ||
By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
By: | /s/Joseph M. Leinhauser | |
Name: | Joseph M. Leinhauser | |
Title: | Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Banca Intesa S.p.A. 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 December 1, 2006.
Banca Intesa S.p.A. | |
By: /s/Ernesto Riva | |
Name: Ernesto Riva | |
Title: Chief Accountant |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ernesto Riva his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact and agent, or his 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 December 1, 2006.
Chairman of the Board of Directors | ||
Giovanni Bazoli | ||
/s/Corrado Passera | Managing Director and Chief Executive | |
Corrado Passera | Officer | |
(principal executive officer) | ||
/s/Giovanni Gomo Tempini | Head of Finance and Treasury | |
Giovanni Gomo Tempini | (principal financial officer) |
/s/Ernesto Riva | Chief Accountant | |
Ernesto Riva | (principal accounting officer) | |
/s/Giampio Bracchi | Deputy Chairman of the Board of Directors | |
Giampio Bracchi | ||
Deputy Chairman of the Board of Directors | ||
René Carron | ||
/s/Giovanni Ancarani | Director | |
Giovanni Ancarani | ||
/s/Francesco Arcucci | Director | |
Francesco Arcucci | ||
/s/Benito Benedini | Director | |
Benito Benedini | ||
/s/Antoine Bernheim | Director | |
Antoine Bernheim | ||
Director | ||
Jean Frédéric De Leusse | ||
/s/Gilles De Margerie | Director | |
Gilles De Margerie | ||
Director | ||
Ariberto Fassati | ||
/s/Giancarlo Forestieri | Director | |
Giancarlo Forestieri | ||
/s/Paolo Fumagalli | Director | |
Paolo Fumagalli | ||
Director | ||
Giangiacomo Nardozzi | ||
Director | ||
Georges Pauget | ||
/s/Eugenio Pavarani | Director | |
Eugenio Pavarani | ||
/s/Giovanni Perissinotto | Director | |
Giovanni Perissinotto | ||
Director | ||
Ugo Ruffolo | ||
/s/Gino Trombi | Director | |
Gino Trombi | ||
Banca Intesa S.p.A - New York Branch | ||
By: /s/Joseph Semder | Authorized Representative in the United | |
Name: Joseph Semder | States | |
Title: Vice President-Head of Compliance |
INDEX TO EXHIBITS
Exhibit Number | ||
(a) | Form of Amendment to Deposit Agreement. | |
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |