As filed with the Securities and Exchange Commission on September 22, 2014 | Registration No. 333 - 169920 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
_______________
PROMOTORA DE INFORMACIONES, S.A.
(Exact name of issuer of deposited securities as specified in its charter)
_______________
PROMOTER OF INFORMATION, S.A.
(Translation of issuer’s name into English)
_______________
The Kingdom of Spain
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
_______________
399 Park Avenue
New York, New York 10043
(877) 248 - 4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
_______________
National Registered Agents, Inc.
1015 15th Street, N.W., Suite 1000
Washington, D.C. 20005
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert Flanigan, Esq. Mayer Brown International LLP 201 Bishopsgate London, EC2M 3AF United Kingdom | Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, NY 10036 |
| It is proposed that this filing become effective under Rule 466: | x 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
This Post-Effective Amendment No. 1 to Registration Statement on Form F-6 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.
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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 American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus | |||
| 1. | Name of Depositary and address of its principal executive office | Face of Receipt - Introductory Article. | ||
| 2. | Title of Receipts and identity of deposited securities | Face of Receipt - Top Center. | ||
| Terms of Deposit: | ||||
| (i) | The amount of deposited securities represented by one American Depositary Share (“ADSs”) | Face of Receipt - Upper right corner. | ||
| (ii) | The procedure for voting, if any, the deposited securities | Reverse of Receipt - Paragraphs (16) and (17). | ||
| (iii) | The collection and distribution of dividends | Reverse of Receipt - Paragraph (14). | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Face of Receipt - Paragraph (13); Reverse of Receipt - Paragraphs (16) and (17). | ||
| (v) | The sale or exercise of rights | Reverse of Receipt – Paragraphs (14) and (16). | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (14) and (18). | ||
| (vii) | Amendment, extension or termination of the deposit agreement | Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions). | ||
| (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs | Face of Receipt - Paragraph (13). | ||
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Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus | |||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10). | ||
| (x) | Limitation upon the liability of the Depositary | Face of Receipt - Paragraph (7); Reverse of Receipt - Paragraphs (19) and (20). | ||
| (xi) | Fees and charges which may be imposed directly or indirectly on holders of ADSs | Face of Receipt - Paragraph (10). | ||
| Item 2.AVAILABLE INFORMATION | Face of Receipt - Paragraph (13). | |||
Promotora de Informaciones, S.A. (The "Company") has been subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has filed certain reports with, and submitted certain information to, the United States Securities and Exchange Commission (the “Commission”), which reports can be retrieved from the Commission’s internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. The Company has filed a Form 15F (“Form 15F”) with the Commission, which has suspended the Company’s duty under the Exchange Act to file or submit the reports required under Sections 13(a) or 15(d) of the Exchange Act. Upon the effectiveness of Form 15F, the Company’s duty to file or submit reports under Sections 13(a) or 15(d) of the Exchange Act will terminate. Pursuant to Rule 12g3-2(b)(1), the Company is exempt from the reporting obligations of the Exchange Act. In order to satisfy the conditions of Rule 12g3-2(b) the Company intends to publish English translations of the information contemplated in Rule 12g3-2(b)(2)(i) under the Exchange Act on its internet website or through an electronic information delivery system generally available to the public in the Company’s primary trading market. The Company has specified in Form 15F the internet website or the electronic information delivery system on which it intends to publish such information. The information so published by the Company cannot be retrieved from the Commission’s internet website, and cannot be inspected or copied at the public reference facilities maintained by the Commission. If the Form 15F is not declared effective, the Company will again be subject to the periodic reporting requirements of the Exchange Act and will be required to file with the Commission, and submit to the Commission, certain reports that can be retrieved from the Commission’s internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Class A Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 1 to Class A Deposit Agreement, by and among Promotora de Informaciones, S.A., (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(i).
(a)(ii) Class A Deposit Agreement, dated as of December 1, 2010 ("Class A Deposit Agreement"), by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder.___ Filed herewith as Exhibit (a)(ii).
(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. ___ None.
(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. ___ None.
(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Previously filed.
(e) Certificate under Rule 466. ___ Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto.
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Item 4. UNDERTAKINGS
| (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, 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 amount of fees charged is 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 ADS 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, Citibank, N.A., acting solely on behalf of the legal entity created by the Class A Deposit Agreement, as amended, by and among Promotora de Informaciones, S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be 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 Post-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 the 22nd day of September, 2014.
Legal entity created by the Class A Deposit Agreement, as amended, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing four (4) Class A ordinary shares of Promotora de Informaciones, S.A. CITIBANK, N.A., solely in its capacity as Depositary | |||
| By: | /s/ Keith Galfo | ||
Name: Keith Galfo Title: Vice President | |||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Promotora de Informaciones, S.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 Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Madrid, Spain, on September 22, 2014.
PROMOTORA DE INFORMACIONES, S.A. | |||
| By: | /s/ Juan Luis Cebrián Echarri | ||
Name: Juan Luis Cebrián Echarri Title: Executive Chairman | |||
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Juan Luis Cebrián Echarri, Javier Lázaro Rodríguez and Antonio Garcia Mon Marañés to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
/s/ Juan Luis Cebrián | Executive Chairman and CEO | 09/09/2014 | ||
Juan Luis Cebrián Executive Chairman | ||||
/s/ Fernando Abril-Martorell | Chief Executive Officer | 09/09/2014 | ||
Fernando Abril-Martorell Chief Executive Officer | ||||
/s/ Javier Lázaro | Chief Financial and Accounting Officer | 09/09/2014 | ||
Javier Lázaro Chief Financial Officer | ||||
/s/ Manuel Polanco | Vice Chairman of the Board of Directors | 09/09/2014 | ||
Manuel Polanco Director |
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Signature | Title | Date | ||
/s/ Roberto Alcántara Rojas | Director | 10/09/2014 | ||
Roberto Alcántara Rojas | ||||
/s/ Juan Arena de la Mora | Director | 11 de Sept 2014 | ||
Juan Arena de la Mora | ||||
/s/ Claudio Boada Pallarés | Director | 09/09/2014 | ||
Claudio Boada Pallarés | ||||
/s/ Arianna Huffington | Director | 11/09/14 | ||
Arianna Huffington | ||||
/s/ José Luis Leal Maldonado | Director | 09/10/2014 | ||
José Luis Leal Maldonado | ||||
/s/ Gregorio Marañón y Beltrán de Lis | Director | 11/09/14 | ||
Gregorio Marañón y Beltrán de Lis | ||||
/s/ Alain Minc | Director | September 11th 2014 | ||
Alain Minc | ||||
/s/ Agnès Noguera Borel | Director | 10-IX-14 | ||
Agnès Noguera Borel | ||||
/s/ John Paton | Director | 11/09/14 | ||
John Paton |
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Signature | Title | Date | ||
/s/ Borja Pérez Arauna | Director | 09/09/2014 | ||
Borja Pérez Arauna | ||||
/s/ Emmanuel Roman | Director | 09/09/2014 | ||
Emmanuel Roman | ||||
/s/ José Luis Sainz | Director | 09/09/2014 | ||
José Luis Sainz | ||||
/s/ Ernesto Zedillo Ponce de León | Director | 9-11-14 | ||
Ernesto Zedillo Ponce de León |
| Authorized Representative in the U.S. | ||||
/s/ Marcus Vinicius Ramos Ribeiro | 09/09/2014 | |||
Name: Marcus Vinicius Ramos Ribeiro |
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Index to Exhibits
| Exhibit | Document | Sequentially Numbered Page |
| (a)(i) | Form of Amendment No. 1 to Deposit Agreement | |
| (a)(ii) | Deposit Agreement | |
| (e) | Rule 466 certification | |