As filed with the Securities and Exchange Commission on June 18, 2007
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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TNT N.V.
(Exact name of issuer of deposited securities as specified in its charter)
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[N/A]
(Translation of issuer's name into English)
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The Netherlands
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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TNT USA Inc.
3 Huntington Quadrangle
Suite 201
South Melville, NY 11747
United States of America
Telephone (631) 760 0700
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Paul Burns Patricia Brigantic, Esq.
Allen & Overy LLP Citibank, N.A.
One Bishops Square 388 Greenwich Street, 17th Floor
London, E1 6AO New York, New York 10013
+44 (0)203 088 0000 (212) 816-0885
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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 : |_|
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CALCULATION OF REGISTRATION FEE
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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
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American Depositary Shares ("ADSs") 50,000,000 $5.00 $2,500,000.00 $76.75
evidenced by American Depositary
Receipts ("ADRs"), each ADS
representing one (1) fully paid
Ordinary Share, par value Euro 0.48
per share, of TNT N.V.
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* 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.
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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.
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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
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory paragraph.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center and introductory
paragraph.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Receipt ("ADRs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Articles (16) and (17).
securities
(iii) The collection and distribution of dividends Reverse of Receipt - Article (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Article (13);
soliciting material Reverse of Receipt - Article (16).
(v) The sale or exercise of rights Reverse of Receipt - Articles (14), (16) and (18).
(vi) The deposit or sale of securities resulting from Face of Receipt - Articles (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Articles (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Articles (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Article (13).
transfer books of the Depositary and the list of
holders of ADRs
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Articles (2), (3), (4), (6), (7),
the underlying securities (9) and (10).
(x) Limitation upon the liability of the Depositary Face of Receipt - Articles (7) and (8);
Reverse of Receipt - Articles (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Article (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Article (13).
The Company has been subject to the periodic reporting requirements of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and has filed certain reports with, and submitted certain information to, the
United States Securities and Exchange Commission (the "Commission"), which
reports can be retrieved from the Commission's internet website at www.sec.gov,
and can be inspected and copied at the public reference facilities maintained by
the Commission at 100 F Street, N.E., Washington, D.C. 20549. The Company has
filed a Form 15F ("Form 15F") with the Commission, which has suspended the
Company's duty under the Exchange Act to file or submit the reports required
under Sections 13(a) or 15(d) of the Exchange Act. Upon the effectiveness of
Form 15F, the Company's duty to file or submit reports under Sections 13(a) or
15(d) of the Exchange Act will terminate and the Company will, pursuant to Rule
12g3-2(e)(1), receive the exemption from the reporting obligations of the
Exchange Act provided by Rule 12g3-2(b). In order to satisfy the conditions of
Rule 12g3-2(b) the Company intends to publish the information contemplated in
Rule 12g3-2(b)(1)(iii) under the Exchange Act on its internet website, and to
translate the information so published into English in accordance with the
instructions to Rule 12g3-2(e). The Company has specified in Form 15F the
internet website on which it intends to publish such information. The
information so published by the Company cannot be retrieved from the
Commission's internet website, and cannot be inspected or copied at the public
reference facilities maintained by the Commission. If the Form 15F is not
declared effective, the Company will again be subject to the periodic reporting
requirements of the Exchange Act and will be required to file with the
Commission, and submit to the Commission, certain reports that can be retrieved
from the Commission's internet website at www.sec.gov, and can be inspected and
copied at the public reference facilities maintained by the Commission.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit
Agreement filed as Exhibit (a)(i) to this Registration Statement on Form
F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 1 to Deposit Agreement, by and among TNT
N.V., (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all
Holders and Beneficial Owners of American Depositary Shares evidenced by the
American Depositary Receipts issued thereunder ("Deposit Agreement"). -- Filed
herewith as Exhibit (a)(i).
(a)(ii) Deposit Agreement, dated as of June 15, 1998, by and among the
Company, the Depositary, and all Holders and Beneficial Owners of American
Depositary Shares evidenced by American Depositary Receipts issued thereunder.
- -- Filed herewith as Exhibit (a)(ii).
(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. -- Filed herewith as Exhibit (e)
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the signature pages
hereto.
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., on behalf of the legal entity created by the Deposit Agreement
dated as of June 15, 1998, as proposed to be amended by the Form of Amendment
No. 1 to Deposit Agreement, by and among TNT N.V., Citibank, N.A., as
depositary, and all Holders and Beneficial Owners of American Depositary Shares
evidenced by American Depositary Receipts 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 18th day of June, 2007.
Legal entity created by the Deposit Agreement, dated as
of June 15, 1998, as proposed to be amended by the Form
of Amendment No. 1 to Deposit Agreement, for the
issuance of American Depositary Shares evidenced by
American Depositary Receipts, each American Depositary
Share representing one (1) Ordinary Share, par value
Euro 0.48 per share, of TNT N.V.
CITIBANK, N.A., solely in its capacity as Depositary
By: /s/ Susanna Ansala
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Name: Susanna Ansala
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
TNT N.V. 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 Hoofddorp, The Netherlands, on the
18th day of June, 2007.
TNT N.V.
By: /s/ C.H. van Dalen
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Name: C.H. van Dalen
Title: Chief Financial Officer
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POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints M.P. (Peter) Bakker and C.H. (Henk) van Dalen, to
act as his true and lawful attorneys-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or 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 attorneys-in-fact
and agents 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 he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, 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, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on June 18, 2007.
Signature Title
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/s/ M.P. (Peter) Bakker Chief Executive Officer
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M.P. (Peter) Bakker
/s/ C.H. (Henk) van Dalen Chief Financial Officer and
- ---------------------------------------- Member of Board of Management
C.H. (Henk) van Dalen
/s/ H.M. (Harry) Koorstra Member of Board of Management
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H.M. (Harry) Koorstra
/s/ M.C. (Marie-Christine) Lombard Member of Board of Management
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M.C. (Marie-Christine) Lombard
/s/ J.H.M. (Jan) Hommen Chairman, Supervisory Board
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J.H.M. (Jan) Hommen
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Signature Title
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/s/ J.M.T. (James) Cochrane Vice Chairman, Supervisory Board
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J.M.T. (James) Cochrane
/s/ V. (Victor) Halberstadt Member, Supervisory Board
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V. (Victor) Halberstadt
/s/ M. (Mary) Harris Member, Supervisory Board
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M. (Mary) Harris
/s/ G. (Giovanna) Kampouri Monnas Member, Supervisory Board
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G. (Giovanna) Kampouri Monnas
/s/ R. (Roger) King Member, Supervisory Board
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R. (Roger) King
/s/ W. (Wim) Kok Member, Supervisory Board
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W. (Wim) Kok
Authorized Representative in the U.S.
/s/ Mary Conway LaPonte
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Mary Conway LaPonte
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 1 to Deposit Agreement
(a)(ii) Deposit Agreement, dated as of June 15, 1998
(d) Opinion of counsel to the Depositary
(e) Certification under Rule 466