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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/16/13 Bank of New York/ADR Division F-6EF 10/16/13 4:316K Itau Unibanco Holding S.A. Emmet Marvin & Mart… LLP |
Document/Exhibit Description Pages Size 1: F-6EF Form F-6 HTML 33K 2: EX-1 Form of Deposit Agreement HTML 218K 3: EX-4 Opinion of Depositary's Counsel HTML 10K 4: EX-5 Rule 466 Certification HTML 6K
As filed with the Securities and Exchange Commission on October 16, 2013
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
of
ITAÚ UNIBANCO HOLDING S.A.
(formerly known as Itaú Unibanco Banco Múltiplo S.A.)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
FEDERATIVE REPUBLIC OF BRAZIL
(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) 238-3032
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. [ ]
CALCULATION OF REGISTRATION FEE
| Title of each class of Securities to be registered |
Amount to be registered | Proposed maximum aggregate price per unit (1) |
Proposed maximum aggregate offering price (1) |
Amount of registration fee |
| American Depositary Shares, each American Depositary Share representing preferred shares of Itaú Unibanco Holding S.A. | 900,000,000 American Depositary Shares | $5.00 | $45,000,000 | $5,796.00 |
| 1 | For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares. |
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this 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
|
Item Number and Caption
|
Location in Form of Receipt 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, 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, and 16 | |||
| (iii) The collection and distribution of dividends | Articles number 4, 12, 14 and 15 | |||
| (iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15 and 16 | |||
| (v) The sale or exercise of rights | Articles number 13 and 15 | |||
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12 and 17 | |||
| (vii) Amendment, extension or termination of the deposit agreement | Article 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, 6, 7 and 8 | |||
| (x) Limitation upon the liability of the depositary | Articles number 13, 14 18 and 26 | |||
|
3. Fees and Charges
|
Article 7 | |||
| 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 March 30, 2009, among Itaú Unibanco Holdings S.A. (formerly known as Itaú Unibanco Banco Múltiplo S.A.), The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares 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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4. |
| 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 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 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 an ADS 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 16, 2013.
Legal entity created by the agreement for the issuance of American Depositary Shares for Preferred Shares of Itaú Unibanco Holding S.A.
By: The Bank of New York Mellon,
As Depositary
By: /s/ Joanne Di Giovanni Hawke
Name: Joanne Di Giovanni Hawke
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Itaú Unibanco Holding S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of São Paulo, Brazil on October 16, 2013.
Itaú Unibanco Holding S.A.
By: /s/ Roberto Egydio Setubal
Name: Roberto Egydio Setubal
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 16, 2013.
|
/s/ Pedro Moreira Salles |
/s/ Ciro Rodrigues de Mello | |
| Pedro Moreira Salles | Ciro Rodrigues de Mello | |
| Chairman | Authorized U.S. Representative | |
|
/s/ Alfredo Egydio Arruda Villela Filho |
/s/ Caio Ibrahim David | |
| Alfredo Egydio Arruda Villela Filho | Caio Ibrahim David | |
| Vice Chairman | Principal Accounting and Financial Officer | |
|
/s/ Alfredo Egydio Setubal |
/s/ Roberto Egydio Setubal | |
| Alfredo Egydio Setubal | Roberto Egydio Setubal | |
| Director | Chief Executive Officer and Vice Chairman | |
|
/s/ Candido Botelho Bracher |
||
| Candido Botelho Bracher | ||
| Director | ||
|
/s/ Demosthenes Madureira Pinho Neto |
||
| Demosthenes Madureira Pinho Neto | ||
| Director | ||
|
/s/ Gustavo Jorge Laboissiere Loyola |
||
| Gustavo Jorge Laboissiere Loyola | ||
| Director | ||
|
/s/ Henri Penchas |
||
| Henri Penchas | ||
| Director | ||
|
/s/ Israel Vainboim |
||
| Israel Vainboim | ||
| Director | ||
|
/s/ Nildemar Secches |
||
| Nildemar Secches | ||
| Director | ||
|
|
||
| Pedro Luiz Bodin de Moraes | ||
| Director | ||
|
/s/ Ricardo Villela Marino |
||
| Ricardo Villela Marino | ||
| Director |
Exhibit
Number Exhibit
| 1 | Form of Amended and Restated Deposit Agreement dated as of March 30, 2009, among Itaú Unibanco Holdings S.A. (formerly known as Itaú Unibanco Banco Múltiplo S.A.), The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. |
| 5 | Certification under Rule 466. |
| This ‘F-6EF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 10/16/13 | F-6 POS | ||
| 3/30/09 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/28/23 Itau Unibanco Holding S.A. 20-F 12/31/22 222:57M MZ Technologies/FA 4/28/22 Itau Unibanco Holding S.A. 20-F 12/31/21 253:77M Donnelley … Solutions/FA 4/30/21 Itau Unibanco Holding S.A. 20-F 12/31/20 246:65M Donnelley … Solutions/FA |