| As filed with the Securities and Exchange Commission on January 26, 2024 | Registration No. 333- 260475 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
POST EFFECTIVE AMENDMENT NO. 1
TO THE FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
CIAN PLC
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
The Republic of Cyprus
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
The Bank of New York Mellon
Legal Department
240 Greenwich Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
+1-800-221-0102
(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
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. [x]
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (No. 333-260475) (as amended, the “Registration Statement”) of Cian, PLC (the “Company”) is being filed to include as Exhibit 1 to the Registration Statement the amended form of American Depositary Receipt (“Receipt”), included as Exhibit A to the Form of Deposit Agreement, updating Article 11 (Reports; Inspection of Transfer Books) thereof to account for the filing by the Company of a Form 15F certification of termination of registration in respect of its ordinary shares represented by American Depositary Shares.
Pursuant to General Instruction III.B of Form F-6, the prospectus for the Registration Statement consists of the form of Receipt.
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.
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
|
| Introductory Article |
| Face of Receipt, top center |
Terms of Deposit:
| |
| (i) The amount of deposited securities represented by one unit of depositary shares | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
| (iii) The procedure for collection and distribution of dividends | Articles number 4, 12, 14, 15, 18 and 21 |
| (iv) The procedure for transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
| (v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 14, 15, 17 and 18 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
| (viii) Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares | Article number 11 |
| (ix) Restrictions upon the right to transfer or withdraw the underlying securities | Articles number 2, 3, 4, 6, 7 and 21 |
| (x) Limitation upon the liability of the depositary | Articles number 13, 14, 18, 21 and 22 |
| 3. Fees and Charges | Article number 7 |
Item - 2. Available Information
| Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
| a. | Form of Deposit Agreement, including the amended form of Receipt, updating Article 11 thereof, among Cian PLC, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares 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. – 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. – See (a) above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously filed. |
| e. | Certification under Rule 466. – Not applicable. |
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 depositary shares, 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 depositary shares 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 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 January 26, 2024.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Cian PLC.
| By: | The Bank of New York Mellon | |
| As Depositary | ||
| By: | /s/ Alan MacAlpine | |
| Name: | Alan MacAlpine | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act of 1933, Cian PLC has 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 Moscow, Russia, on January 26, 2024.
| CIAN PLC | |
| By: | /s/ Dimitriy Grigoriev |
| Name: | Dimitriy Grigoriev |
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on January 26, 2024.
/s/ Dimitriy Grigoriev | Chief Executive Officer |
| Dimitriy Grigoriev | (principal executive officer) |
/s/ Mikhail Lukyanov | Chief Financial and Strategy Officer |
| Mikhail Lukyanov | (principal financial and accounting officer) |
* | Director |
| Maksin Melnikov | |
* | Director |
| Dimitri Krukov | |
* | Director |
| Dimitry Antipov | |
* | Director |
| Simon Baker | |
* | Director |
| Douglas Gardner | |
*By:/s/ Mikhail Lukyanov | Attorney-in-Fact |
| Mikhail Lukyanov | |
.
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of Cian PLC, has signed this Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 on January 26, 2024 | ||
| Cogency Global Inc. | ||
Authorized U.S. Representative
| ||
| By: | /s/ Colleen A. De Vries | |
| Name: | Colleen A. De Vries | |
| Title: | Sr. Vice President on behalf of Cogency Global Inc. | |
INDEX TO EXHIBITS
Exhibit Number | Exhibit |
| 1 | Form of Deposit Agreement dated as of November 4, 2021 among Cian PLC, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder, updating Article 11 (Reports; Inspection of Transfer Books) of the Form of American Depositary Receipt thereof to account for the filing by the Company of a Form 15F certification of termination of registration in respect of its ordinary shares represented by American Depositary Shares. – Filed herewith. |
4
24
| Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously filed with the Securities and Exchange Commission as Exhibit 4 to the Registration Statement on Form F-6 (File No. 333-260475) on October 25, 2021.
Power of Attorney (included on the signature page to the Registration Statement on Form F-6 (File No. 333-260475) filed with the Securities and Exchange Commission on October 25, 2021). |
