As filed with the U.S. Securities and Exchange Commission on May 19, 2014
Registration No. 333-142170
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Post-Effective Amendment No. 2 to
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
IBERDROLA, S.A.
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer's name into English)
Kingdom of Spain
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
Telephone: (212) 894-8940
(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
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 four ordinary shares of Iberdrola, S.A. | N/A | N/A | N/A | N/A |
(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 to the Amended and Restated Deposit Agreement filed as Exhibit (a) 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 | Paragraph (12) | ||
(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 | Paragraphs (16) and (17) |
(viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | 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
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
(a) | Statement that Iberdrola, S.A. publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended, on its internet web site (www.iberdrola.es) or through an electronic information delivery system generally available to the public in its primary trading market. | Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) | Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of , 2014 among Iberdrola,S.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt. 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. 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. Previously filed as Exhibit (d) to Registration Statement 333-142170 and incorporated herein by reference |
(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 Post-Effective Amendment 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 May 19, 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: | Gregory A. Levendis | ||
Title: | Executive Director | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Iberdrola, 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 Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on April 28, 2014.
Under the requirements of the Securities Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on April 28, 2014 , in the capacities indicated.
SIGNATURES
Signature | Title | |
/s/ José Ignacio Sánchez Galán | Chairman of the Board of Directors and Chief Executive Officer | |
Mr. José Ignacio Sánchez Galán | ||
/s/ Julio de Miguel Aynat | Member of the Board of Directors | |
Mr. Julio de Miguel Aynat | ||
/s/ Sebastián Battaner Arias | Member of the Board of Directors | |
Mr. Sebastián Battaner Arias | ||
/s/ Xabier de Irala Estévez | Member of the Board of Directors | |
Mr. Xabier de Irala Estévez | ||
/s/ Iñigo Víctor de Oriol Ibarra | Member of the Board of Directors | |
Mr. Iñigo Víctor de Oriol Ibarra | ||
/s/ Inés Macho Stadler | Member of the Board of Directors | |
Ms. Inés Macho Stadler | ||
/s/ Braulio Medel Cámara | Member of the Board of Directors | |
Mr. Braulio Medel Cámara | ||
/s/ Samantha Barber | Member of the Board of Directors | |
Ms. Samantha Barber | ||
/s/ María Helena Antolín Raybaud | Member of the Board of Directors | |
Ms. María Helena Antolín Raybaud |
/s/ Santiago Martínez-Lage | Member of the Board of Directors | |
Mr. Santiago Martínez-Lage |
/s/ José Luis San Pedro Guerenabarrena | Member of the Board of Directors | |
Mr. José Luis San Pedro Guerenabarrena | ||
/s/ Ángel Jesús Acebes Paniagua | Member of the Board of Directors | |
Mr. Ángel Jesús Acebes Paniagua | ||
/s/ Georgina Kessel Martínez | Member of the Board of Directors | |
Ms. Georgina Kessel Martínez | ||
/s/ José Sáinz Armada | Chief Financial Officer | |
Mr. José Sáinz Armada |
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 Iberdrola, S.A., has signed this Post-Effective Amendment to Registration Statement on Form F-6 in the City of Philadelphia, Commonwealth of Pennsylvania, on May 19, 2014.
Authorized U.S. Representative | |||
By: | /s/ José María Torres Suau | ||
Name: | José María Torres Suau | ||
Title: | Chief Financial Officer of Iberdrola USA Networks | ||
INDEX TO EXHIBITS
Exhibit Number | |
(a) | Form Deposit Agreement. |
(e) | Rule 466 Certification |