As filed with the Securities and Exchange Commission on October 9, 2009
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
--------------
Delek Group Ltd.
(Exact name of issuer of deposited securities as specified in its charter)
--------------
[N/A]
(Translation of issuer's name into English)
--------------
Israel
(Jurisdiction of incorporation or organization of issuer)
----------------------------------
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
--------------
399 Park Avenue
New York, New York 10043
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
--------------
Delek Finance US Inc.
5525 LBJ Freeway
Dallas, Texas 72540-6241
(972) 788-6102
(Address, including zip code, and telephone number, including area code, of
agent for service)
----------------------------------
Copies to:
Joshua G. Kiernan, Esq. Herman H. Raspe, Esq.
White & Case LLP Patterson Belknap Webb & Tyler LLP
1155 Avenue of the Americas 1133 Avenue of the Americas
New York, New York 10036 New York, New York 10036
----------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
- -------------------------------------- --------------------- -------------------- --------------------- ---------------------
American Depositary Shares, each 100,000,000 ADSs $5.00 $5,000,000.00 $279.00
representing the right to receive
one-tenth (1/10th) of one ordinary
Share of Delek Group Ltd.
- -----------------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares.
** 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 thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
- ----------------------- ----------------------------
1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
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 Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
I-1
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
- ----------------------- ----------------------------
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
3. Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company publishes the information contemplated in Rule 12g3-2(b)(2)(i)
under the United States Securities Exchange Act of 1934, as amended (the
"Exchange Act") on its internet website. As of the date hereof the Company's
internet website is http://www.delek-group.com. The information so published by
the Company may not be in English, except that the Company is required, in order
to maintain its exemption from the Exchange Act reporting obligations pursuant
to Rule 12g3-2(b), to translate certain information into English to the extent
contemplated in Rule 12g3-2(b). The information so published by the Company
cannot be retrieved from the internet website of United States Securities and
Exchange Commission (the "Commission"), and cannot be inspected or copied at the
public reference facilities maintained by the Commission located (as of the date
of the Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.
I-2
PROSPECTUS
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 on Form F-6 and is incorporated
herein by reference.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement, by and among Delek Group Ltd., (the
"Company"), Citibank, N.A., as depositary (the "Depositary"), and
all Holders and Beneficial Owners of American Depositary Shares
issued thereunder ("Deposit Agreement"). -- Filed herewith as
Exhibit (a).
(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. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
II-1
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.
II-2
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
Deposit Agreement, by and among Delek Group Ltd., Citibank, N.A., as depositary,
and all Holders and Beneficial Owners from time to time of American Depositary
Shares to be 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 8th day of October 2009.
Legal entity created by the Deposit
Agreement under which the American
Depositary Shares registered hereunder are
to be issued, each American Depositary Share
representing the right to receive one-tenth
(1/10th) of one ordinary Share of Delek
Group Ltd.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Keith G. Galfo
----------------------------------------
Name: Keith G. Galfo
Title: Vice President
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Delek Group Ltd. 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 Netanya, Israel, on October 8, 2009.
DELEK GROUP LTD.
By: /s/ Leora Pratt Levin
----------------------------------------
Name: Leora Pratt Levin
Title: Vice President, General Counsel &
Company Secretary
II-4
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leora Pratt-Levin to act as his/her true
and lawful attorney-in-fact and agent, with full power of substitution, for
him/her and in his/her name, place and stead, in any and all such capacities, to
sign any and all amendments, including post-effective amendments, and
supplements to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the United
States Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as s/he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his/her 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 on Form F-6 has been signed by the following persons
in the following capacities on October 8, 2009.
Signature Title
- --------- -----
/s/ Asaf Bartfield
- ----------------------------- President and Chief Executive Officer
Asaf Bartfield (Principal Executive Officer)
/s/ Barak Mashraki
- ----------------------------- Chief Financial Officer
Barak Mashraki (Principal Financial Officer and
Principal Accounting Officer)
/s/ Gabriel Last
- ----------------------------- Chairman of the Board of Directors
Gabriel Last
/s/ Elad Sharon Tshuva
- ----------------------------- Deputy Chairman of the Board of Directors
Elad Sharon Tshuva
/s/ Avi Harel
- ----------------------------- Director
Avi Harel
II-5
Signature Title
- --------- -----
/s/ Mazal Bronstain-Maman
- ----------------------------- Director
Mazal Bronstain-Maman
/s/ Moshe Amit
- ----------------------------- Director
Moshe Amit
/s/ Ben-Zion Zilberfarb
- ----------------------------- External Director
Prof. Ben-Zion Zilberfarb
/s/ Yoseph Dauber
- ----------------------------- External Director
Yoseph Dauber
Authorized Representative in the U.S.
/s/ Danny Guttman
- -----------------------------
Delek Finance US Inc.
By: Danny Guttman
President and Chief Executive Officer
II-6
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
- ------- -------- -------------
(a) Form of Deposit Agreement
(d) Opinion of counsel to the Depositary