As filed with the Securities and Exchange Commission on June 14, 2017
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
of
INTESA SANPAOLO S.p.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
REPUBLIC OF ITALY
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
225 Liberty Street, New York, New York 10286
(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
225 Liberty Street, 21st Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq. Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 (212) 238-3032 | Michael S. Immordino, Esq. White & Case LLP 5 Old Broad Street London EC2N 1DW United Kingdom +44 207 532 1399 |
It is proposed that this filing become effective under Rule 466
[X] 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(1) | Proposed maximum aggregate offering price(1) | Amount of registration fee |
| American Depositary Shares, each American Depositary Share representingordinary shares of Intesa Sanpaolo S.p.A. | 100,000,000 American Depositary Shares | $5.00 | $5,000,000 | $579.50 |
| 1 | For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares. |
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
| Item -1. | Description of Securities to be Registered |
Cross Reference Sheet
Item Number and Caption
| Location in Form of Receipt Filed Herewith as Prospectus
| |||
1. Name and address of depositary
| Introductory Paragraph | |||
2. Title of American Depositary Receipts and identity of deposited securities
| Face of Receipt, top center | |||
Terms of Deposit:
| ||||
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner | |||
| (ii) The procedure for voting, if any, the deposited securities | Paragraph (12) | |||
| (iii) The collection and distribution of dividends | Paragraphs (4), (5), (7) and (10) | |||
| (iv) The transmission of notices, reports and proxy soliciting material | Paragraphs (8) and (12) | |||
| (v) The sale or exercise of rights | Paragraphs (4), (5) and (10) | |||
| (vi) The 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 | Paragraphs (16) and (17) | |||
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Paragraph (3) | |||
| (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 | Paragraph (14) | |||
3. Fees and Charges
| Paragraph (7) | |||
| Item - 2. | Available Information | |||
| Public reports furnished by issuer | Paragraph (8) | |||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.Exhibits
| a. | Form of Deposit Agreement dated as of March 20, 2008, among Intesa Sanpaolo S.p.A., The Bank of New York as Depositary, and all Holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1. |
| 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. – Previously filed. |
| 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. - See (a) and (b) above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. –Filed herewith as Exhibit 4. |
| e. | Certification under Rule 466. - Filed herewith as Exhibit 5. |
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 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 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 ADS thirty days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 June 14, 2017.
Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary shares of Intesa Sanpaolo S.p.A.
By: The Bank of New York Mellon,
As Depositary
By:/s/ Slawomir Soltowski
Name: Slawomir Soltowski
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Intesa Sanpaolo S.p.A.has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Milan, Italy on June 14, 2017.
INTESA SANPAOLO S.p.A.
By:/s/ Carlo Messina
Name: Carlo Messina
Title: Managing Director and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints Carlo Messina his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorney full power to act, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorney may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his 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 has been signed by the following persons in the capacities indicated on June 14, 2017.
/s/ Gian Maria Gros-Pietro | /s/ Biagio Calabrese | |
| Gian Maria Gros-Pietro | Biagio Calabrese | |
| Chairman | General Manager NY Branch | |
| Authorized U.S. Representative | ||
/s/ Paolo Andrea Colombo | /s/ Fabrizio Dabbene | |
| Paolo Andrea Colombo | Fabrizio Dabbene | |
| Deputy Chairman | Principal Accounting Officer | |
/s/ Gianfranco Carbonato | /s/ Stefano Del Punta | |
| Gianfranco Carbonato | Stefano Del Punta | |
| Director | Principal Financial Officer | |
/s/ Franco Ceruti | /s/ Carlo Messina | |
| Franco Ceruti | Carlo Messina | |
| Director | Principal Executive Officer | |
/s/ Francesca Cornelli | /s/ Giovanni Costa | |
| Francesca Cornelli | Giovanni Costa | |
| Director | Director | |
/s/ Edoardo Gaffeo | /s/ Giorgina Gallo | |
| Edoardo Gaffeo | Giorgina Gallo | |
| Director | Director | |
/s/ Giovanni Gorno Tempini | /s/ Rossella Locatelli | |
| Giovanni Gorno Tempini | Rossella Locatelli | |
| Director | Director | |
| /s/ Maria Mazzarella | |
| Marco Mangiagalli | Maria Mazzarella | |
| Director | Director | |
/s/ Milena Teresa Motta | /s/ Bruno Picca | |
| Milena Teresa Motta | Bruno Picca | |
| Director | Director | |
/s/ Alberto Maria Pisani | /s/ Livia Pomodoro | |
| Alberto Maria Pisani | Livia Pomodoro | |
| Director | Director | |
/s/ Daniele Zamboni | /s/ Maria Cristina Zoppo | |
| Daniele Zamboni | Maria Cristina Zoppo | |
| Director | Director | |
INDEX TO EXHIBITS
Exhibit
NumberExhibit
| 1 | Form of Deposit Agreement dated as of March 20, 2008, among Intesa Sanpaolo S.p.A., The Bank of New York as Depositary, and all Holders from time to time of American Depositary Receipts issued thereunder. |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. |
| 5 | Certification under Rule 466. |
