As filed with the Securities and Exchange Commission on June 27 , 2019 | Registration No. 333 - |
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
ENEL AMÉRICAS S.A.
(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)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Donald J. Puglisi
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
J. Allen Miller, Esq. Sey-Hyo Lee, Esq. Winston & Strawn LLP 200 Park Avenue New York, New York 10166 (212) 294-6700 | Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP |
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: ☒
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee
|
American Depositary Shares (“ADSs”), each ADS representing fifty (50) common shares of Enel Américas S.A. (the “Company”) | 200,000,000 ADSs | $5.00 | $10,000,000 | $1,212.00 |
* | Each unit represents 100 ADSs. |
** | 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. |
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.
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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”)
| |||
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 (15) and (16). | ||
(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 (11); Reverse of Receipt - Paragraph (16). | ||
(v) | The sale or exercise of rights | Reverse of Receipt– Paragraphs (14) and (15). | ||
(vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Reverse of Receipt - Paragraphs (14) and (17). | ||
(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 (11). |
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Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) | |||
(ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face of Receipt – Paragraphs (2), (3), (4), (5), (6), (7), (8) and (12). | ||
(x) | Limitation upon the liability of the Depositary | Face of Receipt - Paragraph (5); Reverse of Receipt - Paragraphs (19) and (20). | ||
3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs | Face of Receipt - Paragraph (8). | ||
Item 2. AVAILABLE INFORMATION | Face of Receipt - Paragraph (11). |
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (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.
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PROSPECTUS
The Prospectus consists of the form of American Depositary Receipt included as Exhibit A to the Third Amended and Restated Deposit Agreement, which is filed as Exhibit (a)(ii) to this Registration Statement on Form F-6 and incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. | EXHIBITS |
(a)(i) | Third Amended and Restated Deposit Agreement, dated as of March 28, 2013, by and among Enel Américas S.A. (formerlyEnersis S.A.) (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “Deposit Agreement”).___ Filed herewith as Exhibit (a). |
(a)(ii) | Form of American Depositary Receipt under the Deposit Agreement.___ Previously filed pursuant to Rule 424(b)(3) (Reg. No. 333-186824), filed with the Commission on December 1, 2016, and incorporated herein by reference. |
(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.___ Filed herewith as Exhibit (d). |
(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.___ Filed herewith as Exhibit (f). |
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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 Third Amended and Restated Deposit Agreement, dated as of March 28, 2013, by and among Enel Américas S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares 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 the 27th day of June, 2019.
Legal entity created by the Third Amended and Restated Deposit Agreement, dated as of March 28, 2013, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing fifty (50) common shares of Enel Américas 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, Enel Américas 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 Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Santiago, Chile, on June 27, 2019.
ENEL AMÉRICAS S.A. | ||
By: | /s/ Aurelio Bustilho de Oliveira | |
Name: Aurelio Bustilho de Oliveira | ||
Title: Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on June 27, 2019.
Signature | Title | |
* Francisco de Borja Acha B. | Chairman of the Board of Directors | |
* Domingo Cruzat A. | Director
| |
* Livio Gallo | Director
| |
* Patricio Gómez S. | Director
| |
* Hernán Somerville S. | Director
| |
* José Antonio Vargas L. | Director
| |
* Enrico Viale | Director | |
* Maurizio Bezzeccheri | Chief Executive Officer (Principal Executive Officer) |
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/s/ Aurelio Bustilho de Oliveira Aurelio Bustilho de Oliveira | Chief Financial Officer (Principal Executive Officer) | |
* Pedro Zúñiga B. | Chief Accounting Officer (Principal Accounting Officer) | |
* Donald J. Puglisi | Authorized Signatory of Puglisi & Associates, Authorized Representative in the United States
| |
* By: | /s/ Aurelio Bustilho de Oliveira | ||
Aurelio Bustilho de Oliveira** | |||
** By authority of the power of attorney attached as Exhibit (f) hereto. | |||
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Index to Exhibits
Exhibit | Document | Sequentially Numbered Page |
(a)(i) | Third Amended and Restated Deposit Agreement | |
(d) | Opinion of counsel for the Depositary | |
(f) | Powers of Attorney | |