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JPMorgan Chase Bank, N.A. - ADR Depositary

Filed: 15 Jun 15, 8:00pm
As filed with the U.S. Securities and Exchange Commission on June 16, 2015
 Registration No.  333-


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
___________________

Mediaset S.p.A.
(Exact name of issuer of deposited securities as specified in its charter)

n/a
(Translation of issuer's name into English)

Italy
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________

Depositary Management Corporation
570 Lexington Avenue, Suite 2405
New York, New York 10022
Telephone: (212) 319-4800
 (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, Suite 2405
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
 ximmediately upon filing 
 oon (Date) at (Time) 
 
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 three ordinary shares of Mediaset S.p.A.
50,000,000
American
Depositary Shares
$0.05
$2,500,000
$290.50
(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 Mediaset S.p.A. publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (http://www.mediaset.it/corporate/home_en.shtml) 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           , 2015 among Mediaset S.p.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, is 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.  Filed herewith as Exhibit (d).
 
 (e)
Certification under Rule 466.  Filed herewith as Exhibit (e).
 
 (f)
Powers of Attorney.  Filed herewith as Exhibit (f).
 
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 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 16, 2015.
 
 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, as amended, Mediaset S.p.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 Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Italy on May 12, 2015.
 
 
Mediaset S.p.A.
 
    
 By:/s/ Marco Giordani 
 Name: Marco Giordani 
 Title:Chief Financial Officer 
    
 
 
 

 
 
POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marco Giordani 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 May 12, 2015.
 
Signature Title
 
/s/ Fedele Confalonieri*                           
 Chairman of the Board of Directors
Name: Fedele Confalonieri  
   
/s/ Pier Silvio Berlusconi* Deputy Chairman and Managing Director (Chief Executive Officer)
Name: Pier Silvio Berlusconi  
 
/s/ Giuliano Adreani*                              
 
 
Director
Name: Giuliano Adreani  
 
/s/ Marina Berlusconi*                            
 
 
Director
Name: Marina Berlusconi  
  
 
Director
Name: Franco Bruni  
  
 
Director
Name: Pasquale Cannatelli  
 
 
 

 
 
Signature Title
 
/s/ Mauro Crippa*                                   
 
 
Director
Name: Mauro Crippa  
/s/ Bruno Ermolli*                                   
 
Director
Name: Bruno Ermolli  
 
/s/ Marco Giordani
 
 
Director and Chief Financial Officer
Name: Marco Giordani  
  
 
Director
Name: Fernando Napolitano  
 
/s/ Gina Nieri*                                         
 
 
Director
Name: Gina Nieri  
 
/s/ Michele Perini*                                  
 
 
Director
Name: Michele Perini  
 
 
 
 
Director
Name: Alessandra Piccinino  
 
/s/ Niccolò Querci*                         
 
 
Director
Name: Niccolò Querci  
 
/s/ Stefano Sala*                                 
 
 
Director
Name: Stefano Sala  
 
/s/ Carlo Secchi*                         
 
 
Director
Name: Carlo Secchi  
 
 
 

 
 
Signature Title
  
 
Director
Name: Wanda Ternau  
    
*By:/s/ Marco Giordani  
Name: Marco Giordani  
Title:Power of Attorney  
 
 
 

 
 
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 Mediaset S.p.A., has signed this Registration Statement in New York, New York, on June 16, 2015.
 
 
 DEPOSITARY MANAGEMENT CORPORATION as
Authorized U.S. Representative
 
By: /s/ George Boychuk                                          
Name: George Boychuk
Title: Managing Director
 
 
 

 
 
INDEX TO EXHIBITS

Exhibit Number
  
   
(a)Form of Deposit Agreement. 
   
(d)
 
 
(e)
 
(f)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the
securities to be registered.
 
Rule 466
 
Certification Powers of Attorney