Filed with the Securities and Exchange Commission on December 24, 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
JOINT STOCK COMPANY “AEROFLOT – RUSSIAN
AIRLINES”
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Russian Federation
(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) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Joint Stock Company “Aeroflot – Russian Airlines”
10 Rockefeller Plaza, Suite 1015
New York, New York 10020
(212) 944-2300
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
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 |
| Amount to be |
| Proposed Maximum |
| Proposed Maximum |
| Amount of |
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 5 Ordinary Shares of Joint Stock Company “Aeroflot — Russian Airlines” |
| 500,000,000 |
| $ | 0.05 |
| 25,000,000 |
| $ | 3,220.00 |
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* Each unit represents one American Depositary Share.
** 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 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I — INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
Item 1. Description of Securities To Be Registered.
CROSS REFERENCE SHEET
Item Number and Caption |
| Location in Form of American |
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1. Name of depositary and address of its principal executive office |
| Face of Receipt, Introductory article and bottom center |
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2. Title of Receipts and identity of deposited securities |
| Face of Receipt, Top center |
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Terms of Deposit: |
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(i) The amount of deposited securities represented by one American Depositary Share |
| Face of Receipt, Upper right corner |
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(ii) The procedure for voting, if any, the deposited securities |
| Paragraph (17) |
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(iii) The collection and distribution of dividends |
| Paragraph (15) |
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(iv) The transmission of notices, reports and proxy soliciting material |
| Paragraphs (14), (16) and (17) |
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(v) The sale or exercise of rights |
| Paragraphs (2), (6), (15), (18) and (23) |
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(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
| Paragraphs (15) and (18) |
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(vii) Amendment, extension or termination of the deposit arrangements |
| Paragraphs (22) and (23) (no provision for extensions) |
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(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts |
| Paragraph (14) |
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(ix) Restrictions upon the right to deposit or withdraw the underlying securities |
| Paragraphs (2), (3) and (4) |
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(x) Limitation upon the liability of the depositary |
| Paragraphs (6), (10), (17), (18), (19), (20) and (23) |
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3. Fees and charges which may be imposed directly or indirectly against holders of Receipts |
| Paragraph (9) |
Item 2. Available Information.
(a) As set forth in Paragraph (14) of the Form of Receipt, as of the date of the Deposit Agreement, Joint Stock Company “Aeroflot — Russian Airlines” (the “Company”) publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site ( http://www.aeroflot.ru/cms/en ) or through an electronic information delivery system generally available to the public in its primary trading market. Should the Company become subject to the periodic reporting or other informational requirements under the Securities Exchange Act of 1934, it will be required in accordance therewith to file reports and other information with the Securities and Exchange Commission. The Depositary does not assume any duty to determine if the Company is complying with the current requirements of Rule 12g3-2(b) under the Securities Exchange Act of 1934 or to take any action if the Company is not complying with those requirements.
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits.
(a) 1. Form of Deposit Agreement by and among Joint Stock Company “Aeroflot - Russian Airlines”, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). — Filed herewith as Exhibit (a1).
2. Form of Supplemental Agreement to the Deposit Agreement by and among Joint Stock Company “Aeroflot - Russian Airlines”, the Depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder. — Filed herewith as Exhibit (a2).
(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 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.
(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature pages hereto.
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 days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Joint Stock Company “Aeroflot - Russian Airlines”, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, 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, in the City of New York, State of New York, on December 24, 2013.
| Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing five ordinary shares of Joint Stock Company “Aeroflot - Russian Airlines” | |
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| Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | |
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| By: | /s/ James Kelly |
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| Name: James Kelly |
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| Title: Vice President |
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| By: | /s/ Chris Konopelko |
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| Name: Chris Konopelko |
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| Title: Director |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Joint Stock Company “Aeroflot - Russian Airlines” 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, in Moscow, Russia on December 24, 2013.
| Joint Stock Company “Aeroflot - Russian Airlines” | |
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| By: | /s/ Saveliev Vitaly Gennadievich |
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| Name: Saveliev Vitaly Gennadievich |
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| Title: General Director (Chief Executive Officer) |
Know all persons by these present that each officer or director whose signature appears below constitutes and appoints Dmitriy Saprykin, Deputy General Director — Sales and Property Issues Director, and Shamil Kurmashov, Deputy General Director for Finance and Network and Revenue Management, and each of them severally, his or her true lawful attorneys-in-fact and agents with full and several power of substitution and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, supplements to this Registration Statement on Form F-6, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform in his or her name and on his and her behalf each and every act which such attorneys, or any of them, may deem necessary or desirable to be done in connection therewith, and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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 on Form F-6 has been signed by the following persons in the capacities indicated on December 24, 2013.
Signatures |
| Capacity |
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/s/ Androsov Kirill Gennadievich |
| Chairman |
Androsov Kirill Gennadievich |
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/s/ Saveliev Vitaly Gennadievich |
| General Director (Chief Executive Officer) |
Saveliev Vitaly Gennadievich |
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/s/ Alekseev Mikhail Yurievich |
| Director |
Alekseev Mikhail Yurievich |
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/s/ Germanovich Aleksey Andreevich |
| Director |
Germanovich Aleksey Andreevich |
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/s/ Kogan Igor Vladimirovich |
| Director |
Kogan Igor Vladimirovich |
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/s/ Manasov Marlen Djeraldovich |
| Director |
Manasov Marlen Djeraldovich |
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/s/ Lozhevsky Igor Arnoldovich |
| Director |
Lozhevsky Igor Arnoldovich |
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/s/ Pakhomov Roman Viktorovich |
| Director |
Pakhomov Roman Viktorovich |
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/s/ Saprykin Dmitriy Petrovich |
| Director |
Saprykin Dmitriy Petrovich |
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/s/ Saveliev Vitaly Gennadievich |
| Director |
Saveliev Vitaly Gennadievich |
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/s/ Sidorov Vasiliy Vasilievich |
| Director |
Sidorov Vasiliy Vasilievich |
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| Director |
Chemezov Sergey Viktorovich |
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/s/ Kurmashov Shamil Ravilievich |
| Deputy General Director for Finance and Network and Revenue |
Kurmashov Shamil Ravilievich |
| Management (Chief Financial Officer) |
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/s/ Trusov Andrey Pavlovich |
| Chief Accountant |
Trusov Andrey Pavlovich |
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/s/ Novokshonov Andrey Vyacheslavovich |
| Authorized Representative in the United States |
Novokshonov Andrey Vyacheslavovich |
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General Representative of the Company in the United States |
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