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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/18/14 Bank of New York/ADR Division F-6 POS 9/18/14 2:270K Tyumen Air Co/ADR Emmet Marvin & Mart… LLP |
Document/Exhibit Description Pages Size 1: F-6 POS Post Effective Amendment No. 1 to the Form F-6 HTML 27K 2: EX-1 Form of Deposit Agreement HTML 204K
As filed with the Securities and Exchange Commission on September 18, 2014
Registration No. 333-8792
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
UTAIR AVIATION, JSC
(Formerly Tyumen Air Company “Tyumenaviatrans”)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
RUSSIA
(Jurisdiction of incorporation or organization of issuer)
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
ADR Division
One Wall Street, 11th Floor
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
(212) 238-3010
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. [ ]
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(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
| Item -1. | Description of Securities to be Registered |
Cross Reference Sheet
| Location in Form of Receipt | ||
| Item Number and Caption | Filed Herewith as Prospectus | |
| 1. Name and address of depositary | Introductory Article | |
| 2. Title of American Depositary Receipts and identity of deposited securities | Face of Receipt, center | |
| Terms of Deposit: | ||
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner | |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 | |
| (iii) The collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 | |
| (iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16, and 18 | |
| (v) The sale or exercise of rights | Articles number 13, 14, 15, and 18 | |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 | |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 | |
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 | |
| (ix) Restrictions upon the right to deposit of withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and 8 | |
| (x) Limitation upon the liability of the depositary | Articles number 14, 18, 19 and 21 | |
| 3. Fees and Charges | Articles number 7 and 8 | |
| Item – 2. Available Information | ||
| Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
| a. | Form of Amended and Restated Deposit Agreement dated as of ______________, 2014, among UTair Aviation, JSC (formerly Tyumen Air Company “Tyumenaviatrans”), The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1. |
| b. | Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – 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. - See (a) above. |
| d. | Opinion of Sullivan & Cromwell, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed. |
| e. | Certification under Rule 466. Not Applicable. |
Item - 4. Undertakings
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, September 18, 2014.
Legal entity created by the agreement for the issuance of American Depositary Receipts for common shares, nominal value 1 Ruble each, of UTair Aviation, JSC.
| By: | The Bank of New York Mellon, As Depositary |
By: /s/ Kevin J. Ruebenstahl
Name: Kevin J. Ruebenstahl
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, UTair Aviation, JSC has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Tyumen, Russia on August 27, 2014.
UTAIR AVIATION, JSC
By: /s Andrey
Martirosov
Name: Andrey Martirosov
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on August 27, 2014.
|
/s/ Ruslan Rinatovich Gabdulkhakov |
/s/ Andrey Zarmenovich Martirosov | |
| Ruslan Rinatovich Gabdulkhakov | Andrey Zarmenovich Martirosov | |
| Chairman | Chief Executive Officer | |
|
/s/ Ilya Vladimirovich |
/s/ Igor Petrov | |
| Ilya Vladimirovich | Igor Petrov | |
| Deputy Chairman | Chief Financial Officer | |
|
/s/ Oleg Vladimirovich Eremenko |
/s/ Oksana Viktorovna Grabarovskaya | |
| Oleg Vladimirovich Eremenko | Oksana Viktorovna Grabarovskaya | |
| Director | Chief Accounting Officer | |
|
/s/ Eduard Nikolaevich Botvinov |
||
| Eduard Nikolaevich Botvinov | ||
| Director | ||
|
/s/ Andrey Zarmenovich Martirosov |
||
| Andrey Zarmenovich Martirosov | ||
| Director | ||
|
/s/ Vyacheslav Fedorovich Novitsky |
||
| Vyacheslav Fedorovich Novitsky | ||
| Director | ||
|
/s/ Sergey Anatolievich Fedorov |
||
| Sergey Anatolievich Fedorov | ||
| Director | ||
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative of UTair Aviation, JSC in the United States, has signed this registration statement in the City of Newark, State of Delaware, on September 18, 2014.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director
Exhibit
Number Exhibit
| 1 | Form of Amended and Restated Deposit Agreement dated as of __________, 2014, among UTair Aviation, JSC (formerly Tyumen Air Company “Tyumenaviatrans”), The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. |
| This ‘F-6 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 9/18/14 | None on these Dates | ||
| 8/27/14 | ||||
| List all Filings | ||||