UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY
TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
E.ON AG
(Exact name of registrant as specified in its charter)
E.ON-Platz 1
D-40479 Düsseldorf, Germany
(+49) 211-4579-0
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
American Depositary Shares (each three representing one Ordinary Shares
with no par value)
Ordinary Shares with no par value*
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to
terminate the duty to file reports under the Securities Exchange Act of 1934:
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Rule 12h-6(a)
(for equity securities) |
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x |
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Rule 12h-6(d)
(for successor registrants) |
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o |
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Rule 12h-6(c)
(for debt securities) |
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o |
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Rule 12h-6(i)
(for prior Form 15 filers) |
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o |
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Not for trading, but only in connection with the registration of the American Depositary Shares |
General
This Form 15F relates to American Depositary Shares (“ADSs”), each three ADSs representing one
of our ordinary shares, and to such ordinary shares. We refer to the ordinary shares, together
with the ADSs, as the “Securities”. In accordance with the requirements of Rule 12h-6(a), all
trading volume data is presented by reference to the trading volume of the ordinary shares, but is
intended to support the certification set forth in this Form with respect to both such ordinary
shares and the ADSs. The use of we, us, our, the “Company” or similar terms in this Form refers to
E.ON AG.
PART I
Item 1. Exchange Act Reporting History
We first incurred the duty to file reports under section 13(a) and section 15(d) of the
Exchange Act of 1934 (the
“Exchange Act”) on
October 7, 1997, when our predecessor company, VEBA AG
completed its registration of the Securities with the Securities and Exchange Commission (the
“Commission”), pursuant to a Registration Statement on Form 20-F (Commission File No.
1-14688).
VEBA’s ADSs were listed on the New York Stock Exchange on
October 8, 1997. On
June 16, 2000, VEBA
AG merged with VIAG AG, one of the largest industrial groups in Germany (though not a company
subject to Exchange Act reporting requirements), with the merger being legally implemented by
merging VIAG AG into VEBA AG, with VEBA AG continuing as the surviving entity. VEBA AG was
subsequently re-named E.ON AG.
We have filed or submitted all reports required under sections 13(a) and 15(d) of the Exchange
Act and the corresponding Commission rules for the 12 months preceding the filing of this form, and
we have filed at least one annual report on Form 20-F.
Item 2. Recent United States Market Activity
We have never made any public offering of the Securities in the United States.
Item 3. Foreign Listing and Primary Trading Market
Our ordinary shares are listed on the Frankfurt Stock Exchange as well as on German regional
stock exchanges. The Frankfurt Stock Exchange is by far the most significant of the seven German
stock exchanges. By the end of 2006, the Frankfurt Stock Exchange including XETRA, its integrated
electronic securities trading system, accounted for approximately 90% of the total securities
orderbook turnover in Germany. Our ordinary shares (then the ordinary shares of VEBA AG, our
predecessor company) were first listed on the Frankfurt Stock Exchange in July 1965. We have
maintained that listing for at least the 12 months preceding the filing of this Form.
The Frankfurt Stock Exchange including XETRA, its integrated electronic securities trading
system, constitutes the primary trading market for our shares. The table below sets forth the
percentage of the worldwide average daily trading volume (
“WADTV”) in our ordinary shares
represented by trades effected in this primary trading market during the 12-month period beginning
on
August 1, 2006 and ending on
July 31, 2007 (the
“Reference Period”). We have included
off-exchange transactions effected in the United States in the denominator for purposes of
determining this ratio.
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% of WADTV effected on Frankfurt |
| Class of Shares |
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Stock Exchange and XETRA during Reference Period |
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Ordinary Shares |
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95.5% |
Item 4. Comparative Trading Volume Data
The following table sets forth the average daily trading volume of our ordinary shares in the
United States and worldwide during the 12 month Reference Period (in the number of the relevant
class of securities):
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Average Daily Trading Volume |
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Average Daily Trading Volume |
| Class of Shares |
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Worldwide (millions of shares)(1)(2) |
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United States (millions of shares)(1)(3) |
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Ordinary Shares |
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4.604 |
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0.117 |
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In the United States, our ordinary shares trade in the form of ADSs, with each three ADSs
representing one ordinary share. For purposes of this calculation and that underlying the
table below, we have counted the number of ordinary shares represented by each ADS. |
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Includes on-exchange as well as off-exchange transactions effected in the United States and
on-exchange transactions effected in Germany. |
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Includes on-exchange as well as off-exchange transactions effected in the United States. |
The table below sets forth the percentage of the WADTV in our ordinary shares represented
by trades effected in the United States during the Reference Period.
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% of WADTV effected in the United States |
| Class of Shares |
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during Reference Period |
Ordinary Shares |
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2.54% |
Calculations set forth in this and the preceding Item were based on trading volume data
obtained from Bloomberg.
We filed Form 25 for purposes of notifying the Commission of the delisting of our Securities
from the New York Stock Exchange on August 31,2007. We have not previously delisted any class of
our Securities from a national securities exchange or inter-dealer quotation system in the United
States.
As of the date of this Form, we have not terminated a sponsored American depositary receipt
facility regarding any class of our shares.
Item 5. Alternative Record Holder Information
Not applicable.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
On
August 21, 2007, we issued a
press release in the United States through BusinessWire
disclosing our intent to terminate our duty to file reports under section 13(a) and 15(d) of the
Exchange Act. On the same date, we furnished the Commission with a copy of this
press release
under cover of a Form 6-K.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
We will publish the information required under Rule 12g3-2(b)(1)(iii) on our
website at
www.eon.com.
PART III
Item 10. Exhibits
None.
Item 11. Undertakings
We hereby undertake to withdraw this Form 15F if, at any time before the effectiveness of our
termination of reporting under Rule 12h-6, we have actual knowledge of information that causes us
reasonably to believe that, at the time of filing the Form 15F:
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The average daily trading volume of any subject class of our securities in the
United States exceeded 5 percent of the average daily trading volume of that class of
securities on a worldwide basis for the same recent 12-month period that we used for
purposes of Rule 12h-6(a)(4)(i); or |
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We otherwise did not qualify for termination of our Exchange Act reporting
obligations under Rule 12h-6. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, E.ON AG has duly
authorized the undersigned person to sign on its behalf this certification on Form 15F. In so
doing, E.ON AG certifies that, as represented on this Form, it has complied with all of the
conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the
Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act,
or both.
