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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/24/14 Bank of New York/ADR Division F-6 POS 10/24/14 2:42K Orascom Construction Inds S.A.E. Emmet Marvin & Mart… LLP |
Document/Exhibit Description Pages Size 1: F-6 POS Post Effectitve Amendment No. 1 to the Form F-6 HTML 27K 2: EX-5 Rule 466 Certification HTML 5K
As filed with the Securities and Exchange Commission on October 24, 2014. Registration No. 333-170961
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
ORASCOM CONSTRUCTION INDUSTRIES S.A.E.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Arab Republic of Egypt
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 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
[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. [ ]
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
|
Item Number and Caption
|
Location in Form of Receipt
|
|
Introductory Article |
|
Face of Receipt, top 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 or 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, 21 and 22 |
| 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 Deposit Agreement dated as of December 2, 2010 among Orascom Construction Industries S.A.E., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. – Previously filed. |
| 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 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. – See a. above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously filed. |
| e. | Certification under Rule 466. – Filed herewith as Exhibit 5. |
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 depositary shares, 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 depositary shares thirty days before any change in the fee schedule.
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 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 October 24, 2014.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Orascom Construction Industries S.A.E.
By: The Bank of New York Mellon,
As Depositary
By: /s/ Robert W. Goad
Name: Robert W. Goad
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Orascom Construction Industries S.A.E. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Cairo, Egypt, on October 24, 2014.
Orascom Construction Industries S.A.E.
By: /s/ Maged Abadir
Name: Maged Abadir
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on October 24, 2014.
|
/s/ Maged Abadir |
Chief Executive Officer (principal executive officer) | ||
| Maged Abadir | and Director | ||
|
/s/ Osama Bishai |
Chairman of the Board | ||
| Osama Bishai | |||
|
/s/ Hesham Abdelsamie |
Chief Financial Officer | ||
| Hesham Abdelsamie | (principal financial and accounting officer) | ||
|
/s/ Nassef Sawiris |
Director | ||
| Nassef Sawiris | |||
|
/s/ Salman Butt |
Director | ||
| Salman Butt | |||
|
/s/ Dalia Khorshid |
Director | ||
| Dalia Khorshid | |||
|
/s/ Hussein Marei |
Director | ||
| Hussein Marei | |||
| PUGLISI & ASSOCIATES | Authorized Representative in the United States | ||
| By: |
/s/ Donald J. Puglisi |
||
| Name: | Donald J. Puglisi, Managing Director | ||
|
Exhibit Number |
Exhibit |
| 5 | Certification Under Rule 466. |
| This ‘F-6 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 10/24/14 | |||
| 12/2/10 | F-6EF | |||
| List all Filings | ||||