As filed with the U.S. Securities and Exchange Commission on December 18, 2014
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
___________________
TELECOM ARGENTINA S.A.
(Exact name of issuer of deposited securities as specified in its charter)
Not applicable
(Translation of issuer's name into English)
Republic of Argentina
(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, Floor 12, New York, NY, 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Puglisi & Associates
850 Library Avenue, Suite 204
P.O. Box 885
Newark, Delaware 19711
Telephone: (302) 738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq. |
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 |
It is proposed that this filing become effective under Rule 466
x immediately upon filing
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 five class B ordinary shares of Telecom Argentina S.A. | 50,000,000 American Depositary Shares | $0.05 | | |
| (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. |
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)(3) 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 | | |
| | | | | | |
| | (iii) | Collection and distribution of dividends | | Paragraphs (4), (5), (7) and (10) |
| | | | | | |
| | (iv) | Transmission of notices, reports and proxy soliciting material | | Paragraphs (3), (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 | | |
| | | | | | |
| | (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | | |
| | | | | | |
| | (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 | | |
| | | | | | |
| (3) | Fees and Charges | | |
| | | | | | |
Item 2. AVAILABLE INFORMATION
Item Number and Caption | | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
| | | | | | |
| (b) | Statement that Telecom Argentina S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of ADRs and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C. | | |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| | (a)(1) | Deposit Agreement dated as of November 8, 1994 among Telecom Argentina S.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement"). Previously filed as an Exhibit to Registration Statement No. 33-86048 which is incorporated herein by reference. |
| | (a)(2) | Amendment No. 1 to Deposit Agreement. Previously filed as an Exhibit to Registration Statement No. 333-7452 which is incorporated herein by reference. |
| | (a)(3) | Form of American Depositary Receipt. Filed herewith as Exhibit (a)(3). |
| | (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. Filed herewith as Exhibit (e). |
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 18, 2014.
| | Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| | | | |
| | By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
| | | | |
| | | | |
| | By: | /s/ Gregory A. Levendis | |
| | Name: | | |
| | Title: | | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Telecom Argentina 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, on December 18, 2014.
| | TELECOM ARGENTINA S.A. | |
| | | | |
| | By: | /s/ Oscar Cicchetti | |
| | Name: | | |
| | Title: | | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Oscar Cicchetti and Adrián Calaza, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and 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 of 1933, as amended, 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 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, as amended, this Registration Statement has been signed by the following persons on December 18, 2014, in the capacities indicated.
SIGNATURES
| Signature | | Title |
| | |
| /s/ Enrique Garrido | | Chairman |
| Enrique Garrido | | |
| | |
| /s/ Gerardo Werthein | | Vice Chairman |
| Gerardo Werthein | | |
| | |
/s/ Oscar Cicchetti | | Chief Executive Officer |
| Oscar Cicchetti | | |
| | |
| /s/ Adrián Calaza | | Chief Financial Officer |
| Adrián Calaza | | |
| | |
| /s/ Enrique Llerena | | Director |
| Enrique Llerena | | |
| | |
| | | Director |
| Andrea Mangoni | | |
| | |
| /s/ Gianfranco Ciccarella | | Director |
| Gianfranco Ciccarella | | |
| | |
| /s/ Piergiorgio Peluso | | Director |
| Piergiorgio Peluso | | |
| | |
| /s/ Francesca Petralia | | Director |
| Francesca Petralia | | |
| | |
| /s/ Esteban Gabriel Macek | | Director |
| Esteban Gabriel Macek | | |
| | |
| | | Director |
| Esteban Ariel Santa Cruz | |
| | |
| | | Director |
| Federico Horacio Gosman | | |
| | |
| | | Director |
| Mariana Laura González | | |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Telecom Argentina S.A. has signed this Registration Statement in New York, New York, on December 18, 2014.
| | Authorized U.S. Representative | |
| | | | |
| | By: | /s/ Donald J. Puglisi | |
| | Name: | Donald J. Puglisi | |
| | Title: | | |
INDEX TO EXHIBITS
Exhibit Number | | |
| | | |
| (a)(3) | Form of American Depositary Receipt | |
| | | |
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered | |
| | | |
| (e) | Rule 466 Certification | |
