Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
September 29 2017 - 02:44PM
Edgar (US Regulatory)
333-176998
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary
Receipts
__________________________
ARYZTA AG
(Exact name of Issuer of deposited securities as specified in its
charter)
Switzerland
(Jurisdiction of Incorporation or organization of Issuer)
__________________________
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street, New York, New York 10005
Tel. No.: (212) 250-9100
(Address, including zip code, and telephone number of depositary's
principal offices)
__________________________
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New York, New York
10005
(212) 250-9100
(Address, including zip code, and telephone number of agent for
service)
__________________________
Copy to:
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New York, New York
10005
It is proposed that this filing become effective under Rule 466
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☒ |
immediately upon filing |
☐ |
on ___at ___ a.m. (EST)
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If a separate registration statement
has been filed to register the deposited shares, check the
following box. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be Registered
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Proposed Maximum
Offering
Price Per Unit
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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American Depositary Shares evidenced by American Depositary
Receipts, each American Depositary Share representing one-half of
one ordinary share of ARYZTA AG
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N/A
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N/A
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N/A
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N/A
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This Post-Effective Amendment is being filed to amend and restate
the Agreement between Deutsche Bank Trust Company Americas, as
depositary (the "Depositary") and all holders from time to time of
American Depositary Receipts evidencing American Depositary Shares
that is contained in the form of the American Depositary Receipt
itself (constituting the Prospectus). The existing Prospectus is
being replaced in its entirety by the Prospectus filed with this
Post-Effective Amendment and the amended and restated terms thereof
are applicable to all currently outstanding and hereafter issued
American Depositary Shares.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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Required
Information |
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Location in Form of
Receipt Filed Herewith as Prospectus |
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1. |
Name of depositary and
address of its principal executive office |
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Face of Receipt – introductory paragraph
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2. |
Title of Receipts and
identity of deposited securities |
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Face of
Receipt – top center |
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Terms of
Deposit: |
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(i) |
The amount
of deposited securities represented by one American Depositary
Share (“ADS”) |
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Face of
Receipt – upper right corner |
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(ii) |
The
procedure for voting the deposited securities |
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Reverse of
Receipt – Articles 11 and 13 |
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(iii) |
The
procedure for collecting and distributing dividends |
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Reverse of
Receipt – Articles 12 and 18 |
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(iv) |
The
procedures for transmitting notices, reports and proxy soliciting
material |
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Reverse of
Receipt – Articles 11 and 15 |
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(v) |
The sale
or exercise of rights |
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Reverse of
Receipt – Articles 12 and 13 |
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(vi) |
The
deposit or sale of securities resulting from dividends, splits or
plans of reorganization |
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Reverse of
Receipt – Articles 12 and 15 |
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(vii) |
Amendment,
extension or termination of the deposit arrangements |
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Reverse of
Receipt – Articles 17 and 18 (no provision for
extension) |
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(viii) |
The rights
of holders of Receipts to inspect the books of the depositary and
the list of holders of Receipts |
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Face of
Receipt – Article 3 |
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(ix) |
Restrictions upon the
right to transfer or withdraw the underlying securities |
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Face of Receipt – Article 1, 2, 4 and 6;
Reverse of Receipt – Articles 14, 15 and 18
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(x) |
Limitation
on the depositary’s liability |
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Face of Receipt – Article 1, 2, 4 and 7;
Reverse of Receipt – Articles 11, 12, 14, 15, 16, 18 and 21
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3. |
Fees and charges that
a holder of Receipts may have to pay, either directly or
indirectly |
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Reverse of
Receipt – Article 19 |
Item 2. AVAILABLE INFORMATION
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Required Information |
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Location in Form of
Receipt Filed Herewith as Prospectus |
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(b) |
Statement that as of
the date of the establishment of the program for issuance of
Receipts by the Depositary, the Depositary has a good faith belief
(after limited investigation), that the issuer of the Deposited
Securities publishes information in English required to maintain
the exemption from registration under Rules 12g3-2(b) under the
Securities Exchange Act of 1934 on its internet website or through
an electronic information delivery system generally available to
the public in its primary trading market. |
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Face of
Receipt – Article 8 |
Prospectus
THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED
HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH
AMERICAN DEPOSITARY RECEIPTS, IN ACCORDANCE WITH GENERAL
INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE
COMMISSION
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy of Agreement -
The Agreement between the Depositary and all holders from time to
time of American Depositary Receipts evidencing American Depositary
Shares registered hereunder is contained in the form of the
American Depositary Receipt itself, constituting the Prospectus
filed as a part of this Registration Statement.
(b) Any other agreement,
to which the Depositary is a party, relating to the issuance of the
Depositary Shares registered hereby or custody of the deposited
securities represented thereby. - None.
(c) Any 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 to
the Depositary as to the legality of the securities to be
registered. Previously filed.
(e) Certification under
Rule 466.
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 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 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 a Receipt
thirty days before any change in the fee schedule.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, Deutsche Bank Trust Company Americas, on behalf of the
legal entity created by the agreement for the issuance of American
Depositary Shares, certifies that it has reasonable grounds to
believe that all of 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 September 18, 2017.
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Legal entity created by the agreement for the issuance of
American Depositary Receipts evidencing American Depositary Shares
for shares of the foreign private issuer whose name is set forth on
the facing page of this Registration Statement on Form F-6
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By: |
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Depositary
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By: |
/s/ Michael Curran
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Name:
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Michael Curran
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Title:
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Vice President
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By: |
/s/ Michael Fitzpatrick
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Name:
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Michael Fitzpatrick
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Title:
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Vice President
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INDEX TO EXHIBITS
Exhibit
Number
(a) Form of ADR
(e) Rule 466 Certification
Aryzta (PK) (USOTC:ARZTY)
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