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®As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/01/17 Citibank, N.A./ADR F-6® 7/31/17 3:552K Brazilian Electric Power Co E-Data Systems, Inc./FA |
Document/Exhibit Description Pages Size
1: F-6 Registration of Depositary Shares Evidenced by HTML 43K
American Depositary Receipts (Not
Effective Immediately)
2: EX-99.(A) Miscellaneous Exhibit HTML 338K
3: EX-99.(D) Miscellaneous Exhibit HTML 11K
| As filed with the Securities and Exchange Commission on August 1, 2017 | Registration No. 333- |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRAS
(Exact name of issuer of deposited securities as specified in its charter)
BRAZILIAN ELECTRIC POWER COMPANY
(Translation of issuer’s name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
388 Greenwich Street
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Law Debenture Corporate Services Inc.
801 2nd Avenue, Suite 403
Telephone (212) 750-6474
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Jonathan Zonis Clifford Chance US LLP 31 West 52nd Street (212) 878-3250 |
Herman H. Raspé, Esq. Patterson Belknap Webb &
Tyler LLP (212) 336-2301 |
| It is proposed that this filing become effective under Rule 466: | o | immediately upon filing. |
| o | on (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* |
Proposed Maximum Aggregate Offering Price** |
Amount of Registration Fee
|
| American Depositary Shares, each representing one (1) common share, without par value, of Centrais Elétricas Brasileiras S.A. - Eletrobras | 250,000,000 American Depositary Shares | $5.00 | $12,500,000.00 |
$1,448.75 |
|
* 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.
| ||||
|
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(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. | ||||
C:
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.
C:
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
Item Number and Caption |
Location in Form of American Depositary Receipt (“Receipt”) | |||
| 1. | Name of Depositary and address of its principal executive office | Face of Receipt - Introductory Article. | ||
| 2. | Title of Receipts and identity of deposited securities | Face of Receipt - Top Center. | ||
| Terms of Deposit: | ||||
| (i) | The amount of deposited securities represented by one American Depositary Share ("ADSs") | Face of Receipt - Upper right corner. | ||
| (ii) | The procedure for voting, if any, the deposited securities | Reverse of Receipt - Paragraphs (16) and (17). | ||
| (iii) | The collection and distribution of dividends | Reverse of Receipt - Paragraph (14). | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Face of Receipt - Paragraph (13); Reverse of Receipt - Paragraphs (16) and (17). | ||
| (v) | The sale or exercise of rights |
Reverse of Receipt – Paragraphs (14) and (16). | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (14) and (18). | ||
| (vii) | Amendment, extension or termination of the deposit agreement | Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions). | ||
C:
Item Number and Caption |
Location in Form of American Depositary Receipt (“Receipt”) | |||
| (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs | Face of Receipt - Paragraph (13). | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities |
Face of Receipt – Paragraphs (2), (3), (4), (6), (8), (9) and (10). Reverse of Receipt - Paragraph (24). | ||
| (x) | Limitation upon the liability of the Depositary |
Face of Receipt – Paragraphs (7) and (12); Reverse of Receipt - Paragraphs (14), (15), (18), (19), (20) and (23). | ||
| 3. | Fees and charges, which may be imposed directly or indirectly on holders of ADSs |
Face of Receipt – Paragraphs (8) and (11). Reveres of Receipt - Paragraph (22). | ||
Item 2. AVAILABLE INFORMATION |
||||
(a) The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (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.
C:
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
(a) Form of Second Amended and Restated Deposit Agreement, by and among Centrais Elétricas Brasileiras S.A. - Eletrobras (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all holders and beneficial owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ 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. ___ 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. ___ None.
(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto.
C:
| 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.
C:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Second Amended and Restated Deposit Agreement, by and among Centrais Elétricas Brasileiras S.A. - Eletrobras, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be 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 1st day of August, 2017.
|
Legal entity to be created by the Second Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one (1) common share, without par value, of Centrais Elétricas Brasileiras S.A. - Eletrobras | |||
| CITIBANK, N.A., solely in its capacity as Depositary | |||
| By: | /s/ Leslie DeLuca | ||
| Name: | Leslie DeLuca | ||
| Title: | Vice President | ||
C:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Centrais Elétricas Brasileiras S.A. - Eletrobras 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 Rio de Janeiro, on August 1, 2017.
| CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRAS | ||
| By: | /s/ Wilson Pinto Ferreira Junior | |
| Name: Wilson Pinto Ferreira Junior | ||
| Title: Chief Executive Officer | ||
| By: | /s/ Armando Casado de Araújo | |
| Name: Armando Casado de Araújo | ||
| Title: Chief Financial Officer | ||
C:
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wilson Pinto Ferreira Junior and Armando Casado de Araújo, each of them, his or her true and lawful attorney-in-fact and agents, each with full power of substitution, for him and in his name, place and stead, in any and all such capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them, or their 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 August 1, 2017.
|
Signature |
Title | |
|
Chief Executive Officer and Member of the Board | ||
| Wilson Pinto Ferreira Junior | ||
|
Chief Financial Officer | ||
| Armando Casado de Araújo | ||
|
Chief Accounting Officer | ||
| Rodrigo Vilella Ruiz | ||
|
/s/ Elena Landau |
Member of Board of Directors | |
| Elena Landau | ||
|
Member of Board of Directors | ||
| Ariosto Antunes Culau | ||
|
Member of Board of Directors | ||
| Carlos Eduardo Rodrigues Pereira |
C:
Signature |
Title | |
|
Member of Board of Directors | ||
| Edvaldo Luís Risso | ||
|
Member of Board of Directors | ||
| Esteves Pedro Colnago Junior | ||
|
Member of Board of Directors | ||
| José Guimarães Monforte | ||
|
/s/ José Pais Rangel |
Member of Board of Directors | |
| José Pais Rangel | ||
| Member of Board of Directors | ||
| Vicente Falconi Campos |
Law Debenture Corporate Services Inc.
|
Authorized Representative of Centrais Elétricas Brasileiras S.A. – Eletrobras in the United States | ||
|
By: |
/s/ Giselle Manon | ||
| Name: Giselle Manon | |||
| Title: Service of Process Officer | |||
C:
| Exhibit | Document |
Sequentially Numbered Page |
| (a) | Form of Second Amended and Restated Deposit Agreement | |
| (d) | Opinion of counsel to the Depositary |
| This ‘F-6’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Changed as of / Corrected on: | 8/16/17 | 6-K, 6-K/A | ||
| Filed as of: | 8/1/17 | F-6 | ||
| Filed on: | 7/31/17 | 6-K, F-6 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/24 Brazilian Electric Power Co. 20-F 12/31/23 229:61M Toppan Merrill/FA 4/20/23 Brazilian Electric Power Co. 20-F 12/31/22 258:59M Toppan Merrill/FA 10/03/22 Brazilian Electric Power Co. 20-F/A 12/31/21 15:420K Toppan Merrill/FA 5/27/22 Brazilian Electric Power Co. F-3ASR 5/27/22 5:438K Toppan Merrill/FA 5/06/22 Brazilian Electric Power Co. 20-F 12/31/21 258:61M Toppan Merrill/FA 5/10/21 Brazilian Electric Power Co. 20-F 12/31/20 253:71M Toppan Merrill/FA |