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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 Citibank, N.A./ADR F-6EF 11:655K Sify Technologies Ltd. E-Data Systems, Inc./FA |
Document/Exhibit Description Pages Size
1: F-6EF Registration Statement - Depositary Shares HTML 61K
Evidenced by American Depositary Receipts (ADRs)
(Immediately Effective)
2: EX-99.(A)(I) Miscellaneous Exhibit HTML 158K
3: EX-99.(B)(I) Miscellaneous Exhibit HTML 23K
4: EX-99.(B)(III) Miscellaneous Exhibit HTML 51K
9: EX-99.(B)(III) Miscellaneous Exhibit HTML 50K
5: EX-99.(B)(IV) Miscellaneous Exhibit HTML 52K
6: EX-99.(B)(V) Miscellaneous Exhibit HTML 90K
10: EX-99.(D) Miscellaneous Exhibit HTML 9K
11: EX-99.(E) Miscellaneous Exhibit HTML 7K
7: EX-99.(V)(I) Miscellaneous Exhibit HTML 76K
8: EX-99.(V)(II) Miscellaneous Exhibit HTML 57K
| As filed with the Securities and Exchange Commission on April 16, 2024 | 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
SIFY TECHNOLOGIES LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Republic of India
(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)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
Tel: 800-221-0102
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Gregory Harrington, Esq. Carlos Pelaez, Esq. Arnold & Porter Kaye Scholer LLP 601 Massachusetts Avenue, N.W. |
Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP
|
| It is proposed that this filing become effective under Rule 466: | ☒ | immediately upon filing. |
| ☐ |
on (Date) and (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* |
Proposed Maximum Aggregate Offering Price** |
Amount of Registration Fee |
| American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) equity share of Sify Technologies Limited (the “Company”) | 150,000,000 ADSs | $5.00 | $7,500,000.00 | $1,107.00 |
| * | Each unit represents 100 ADSs. |
| ** | 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. |
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.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
| 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 - Paragraphs (14) and (16). | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Face of Receipt - Paragraph (13); Reverse of Receipt - Paragraph (16). | ||
| (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 | Reverse of Receipt - Paragraphs (14), (16) and (18). | ||
| (vii) | Amendment, extension or termination of the deposit agreement | Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions). | ||
| (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). | ||
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| Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus | |||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face of Receipt – Paragraphs (2), (4), (6), (7), (8), (9) and (10). | ||
| (x) | Limitation upon the liability of the Depositary | Reverse of Receipt - Paragraphs (19) and (20). | ||
| 3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs | Face of Receipt - Paragraph (10). | ||
| Item 2. | AVAILABLE INFORMATION | Face of Receipt - Paragraph (13). | ||
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.
I-2
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to Amendment No. 3 to the Deposit Agreement filed as Exhibit (a)(i) to this Registration Statement on Form F-6 and is incorporated herein by reference.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
| (a)(i) | Amendment No. 3 to Deposit Agreement, by and among Sify Technologies Limited (the “Company”), Citibank, N.A. as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued under the Deposit Agreement (as hereafter defined). -- Filed herewith as Exhibit (a)(i). |
| (a)(ii) | Amendment No. 2 to Deposit Agreement, dated as of September 24, 2002, by and among the Company, the Depositary and Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued under the Deposit Agreement. – Previously filed as Exhibit (a)(ii) to the Registration Statement on Form F-6, Reg. No. 333-159114, filed on May 11, 2009, and incorporated herein by reference. |
| (a)(iii) | Amendment No. 1 to Deposit Agreement, dated as of January 6, 2000, by and among the Company, the Depositary and Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued under the Deposit Agreement. – Previously filed as Exhibit (a)(iii) to the Registration Statement on Form F-6, Reg. No. 333-159114, filed on May 11, 2009, and incorporated herein by reference. |
| (a)(iv) | Deposit Agreement, dated as of October 18, 1999, by and among the Company, the Depositary and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (as amended, the “Deposit Agreement”). – Previously filed as Exhibit (a)(iv) to the Registration Statement on Form F-6, Reg. No. 333-159114, filed on May 11, 2009, and incorporated herein by reference. |
| (b)(i) | ESOP Letter Agreement, dated as of January 26, 2018, between the Company and the Depositary. ___ Filed herewith as Exhibit (b)(i). |
| (b)(ii) | Supplemental Letter Agreement, dated as of November 7, 2007, between the Company and the Depositary. ___ Previously filed as Exhibit (b) to the Registration Statement on Form F-6, Reg. No. 333-159114, filed on May 11, 2009, and incorporated herein by reference. |
| (b)(iii) | Restricted ADS Letter Agreement, dated as of January 10, 2006, between the Company and the Depositary. ___ Filed herewith as Exhibit (b)(iii). |
| (b)(iv) | Restricted ADS Letter Agreement, dated as of November 9, 2005, between the Company and the Depositary. ___ Filed herewith as Exhibit (b)(iv). |
II-1
| (b)(v) | Restricted ADS Letter Agreement, dated as of March 11, 2005, between the Company and the Depositary. ___ Filed herewith as Exhibit (b)(v). |
| (b)(vi) | Unrestricted ADS Letter Agreement, dated as of March 9, 2005, between the Company and the Depositary. ___ Filed herewith as Exhibit (b)(vi). |
| (b)(vii) | Restricted ADS Letter Agreement, dated as of October 1, 2003, between the Company and the Depositary. ___ Filed herewith as Exhibit (b)(vii). |
| (b)(viii) | Restricted ADS Letter Agreement, dated as of July 21, 2003, between the Company and the Depositary. ___ Filed herewith as Exhibit (b)(viii). |
| (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. ___ Filed herewith as Exhibit (e). |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto. |
II-2
| 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. |
II-3
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 Deposit Agreement, by and among Sify Technologies Limited, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time 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 16th day of April 2024.
| Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one (1) equity share of Sify Technologies Limited. | |||
| CITIBANK, N.A., solely in its capacity as Depositary | |||
| By: | /s/ Karen Wu | ||
| Name: | Karen Wu | ||
| Title: | Attorney-in-Fact | ||
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Sify Technologies Limited 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 Chennai, India, on April 16, 2024.
| SIFY TECHNOLOGIES LIMITED | |||
| By: | /s/ M P Vijay Kumar | ||
| Name: | M P Vijay Kumar | ||
| Title: | Whole-time Director and Chief Financial Officer | ||
II-5
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby appoints each of Mr. M P Vijay Kumar, Whole-time Director and Chief Financial Officer; Mr. S. Ganesh, Senior Vice President – Finance; and Ms. J. Meenakshi, Company Secretary, as such person’s true and lawful attorneys-in-fact and agents with full power to sign, for such person and in such person’s name and capacity indicated below, this Registration Statement and any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, and generally do all things in their names in their capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument. This Power of Attorney does not revoke any power of attorney previously granted by the undersigned, or any of them.
| Signature | Title | Date | |
| /s/ Raju Vegesna | CEO and Managing Director (principal executive officer) | April 16, 2024 | |
| Raju Vegesna | |||
| /s/ M P Vijay Kumar |
Whole-time Director and Chief Financial Officer (principal financial and principal accounting officer) |
April 16, 2024 | |
| M P Vijay Kumar | |||
| /s/ C B Mouli | Director | April 16, 2024 | |
| C B Mouli | |||
| /s/ T H Chowdary | Director | April 16, 2024 | |
| T H Chowdary | |||
| /s/ Vegesna Bala Saraswathi | Director | April 16, 2024 | |
| Vegesna Bala Saraswathi | |||
| /s/ C E S Azariah | Director | April 16, 2024 | |
| C E S Azariah | |||
| /s/ Arun Seth | Director | April 16, 2024 | |
| Arun Seth |
II-6
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Sify Technologies Limited has signed this Registration Statement on Form F-6 in New York, New York on April 16, 2024.
| COGENCY GLOBAL INC. | |||
| Authorized Representative in the U.S. | |||
| By: | /s/ Colleen A. De Vries | ||
| Name: | Colleen A. De Vries | ||
| Title: | Senior Vice President | ||
| Exhibit | Document |
Sequentially Numbered Page |
| (a)(i) | Amendment No. 3 to Deposit Agreement | |
| (b)(i) | ESOP Letter Agreement | |
| (b)(iii) | Restricted ADS Letter Agreement | |
| (b)(iv) | Restricted ADS Letter Agreement | |
| (b)(v) | Restricted ADS Letter Agreement | |
| (b)(vi) | Restricted ADS Letter Agreement | |
| (b)(vii) | Restricted ADS Letter Agreement | |
| (b)(viii) | ESOP Letter Agreement | |
| (d) | Opinion of counsel to the Depositary | |
| (e) | Rule 466 Certification |
| This ‘F-6EF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/16/24 | |||
| 1/26/18 | ||||
| 5/11/09 | F-6 | |||
| 11/7/07 | ||||
| 1/10/06 | ||||
| 11/9/05 | ||||
| 3/11/05 | ||||
| 3/9/05 | ||||
| 10/1/03 | ||||
| 7/21/03 | ||||
| 9/24/02 | ||||
| 1/6/00 | ||||
| 10/18/99 | ||||
| List all Filings | ||||