Orascom Construction Industries S.A.E. Inactive
Filed: 3 Dec 10, 12:00am
As Filed with the Securities and Exchange Commission on December 3, 2010 | Registration No.333- |
UNITED STATES
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
ORASCOM CONSTRUCTION INDUSTRIES S.A.E.
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer’s name into English)
Egypt
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
It is proposed that this filing become effective under Rule 466
o immediately upon filing
o on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
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Title of Each Class of |
| Amount |
| Proposed Maximum |
| Proposed Maximum |
| Amount of |
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American Depositary Shares, each American Depositary Share evidencing One (1) ordinary share with par value of Egyptian Pound Ten (10) each of Orascom Construction Industries S.A.E. |
| 50,000,000 American Depositary Shares |
| $ | 0.05 |
| $ | 2,500,000 |
| $ | 178.25 |
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(1) 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 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 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.
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption |
| Location in Form of | ||||
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(1) |
| Name and address of Depositary |
| Introductory Paragraph | ||
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(2) |
| Title of American Depositary Receipts and identity of deposited securities |
| Face of American Depositary Receipt, top center | ||
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| Terms of Deposit: |
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| (i) |
| The amount of deposited securities represented by one unit of American Depositary Shares |
| Face of American Depositary Receipt - upper right corner |
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| (ii) |
| The procedure for voting, if any, the deposited securities |
| Articles 15 and 16 |
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| (iii) |
| The collection and distribution of dividends |
| Articles 12, 14 and 15 |
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| (iv) |
| The transmission of notices, reports and proxy soliciting material |
| Articles 11, 15 and 16 |
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| (v) |
| The sale or exercise of rights |
| Article13 |
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| (vi) |
| The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
| Articles 12 and 17 |
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| (vii) |
| Amendment, extension or termination of the Deposit Agreement |
| Articles 20 and 21 |
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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 |
| Article 11 |
Item Number and Caption |
| Location in Form of | ||||
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| (ix) |
| Restrictions upon the right to deposit or withdraw the underlying securities |
| Articles 2, 3, 4, 5, 6 and 8 |
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| (x) |
| Limitation upon the liability of the Depositary |
| Articles 13, 18 and 22 |
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(3) |
| Fees and Charges |
| Article 7 | ||
Item 2. Available Information
Item Number and Caption |
| Location in Form of | ||||
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(a) |
| Information published by Orascom Construction Industries S.A.E. |
| Article 11 | ||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(a) Form of Deposit Agreement (including the form of American Depositary Receipt), dated December , 2010, among Orascom Construction Industries S.A.E. (the “Issuer”), The Bank of New York Mellon, as Depositary (the “Depositary”), and each Owner and Holder from time to time of American Depositary Receipts (“ADRs”) issued thereunder.
(d) Opinion of Clifford Chance US LLP, counsel for the Depositary, as to the legality of the securities being registered.
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) The Depositary hereby undertakes to notify each registered holder of an ADR at least thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of New York Mellon, on behalf of the legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts, 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 3, 2010.
| By: | THE BANK OF NEW YORK MELLON, |
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| as Depositary |
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| By: | /s/ Joanne F. DiGiovanni |
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| Name: Joanne F. DiGiovanni |
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| Title: Managing Director |
Pursuant to the requirements of the Securities Act of 1933, Orascom Construction Industries S.A.E. has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Egypt on December 3, 2010.
| ORASCOM CONSTRUCTION INDUSTRIES S.A.E. | |
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| By: | /s/ Nassef Onsi Sawiris |
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| Name: Nassef Onsi Sawiris |
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| Title: Chairman of the Board |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by or on behalf of the following persons in the capacities indicated on December 3, 2010.
Name |
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/s/ Nassef Onsi Sawiris |
| Principal Executive Officer and Chairman of the Board |
Nassef Onsi Sawiris |
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/s/ Salman Khalid Butt |
| Principal Financial Officer and Director |
Salman Khalid Butt |
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/s/ Fady Kiama |
| Principal Accounting Officer |
Fady Kiama |
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/s/ Osama Bishai |
| Director |
Osama Bishai |
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/s/ Onsi Naguib Sawiris |
| Director |
Onsi Naguib Sawiris |
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/s/ Jerome Giraud |
| Director |
Jerome Giraud |
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/s/ Aladdin Hassouna Saba |
| Director |
Aladdin Hassouna Saba |
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/s/ Donald J. Puglisi |
| Authorized Representative in the United States |
Donald J. Puglisi |
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INDEX TO EXHIBITS
Exhibits |
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(a) |
| Form of Deposit Agreement, dated December , 2010, among the Issuer, the Depositary and each Owner and Holder from time to time of ADRs issued thereunder. |
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(d) |
| Opinion of Clifford Chance US LLP, counsel for the Depositary, as to the legality of the securities being registered. |