Securities Registration (ads, Delayed) (f-6)
22 Maio 2017 - 6:07PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
May 22, 2017
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Registration No. 333 -
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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
Eni S.p.A.
(Exact name of issuer of deposited securities
as specified in its charter)
[N/A]
(Translation of issuer’s name into
English)
ITALIAN REPUBLIC
(Jurisdiction of incorporation or organization
of issuer
)
CITIBANK, N.A.
(Exact name of depositary as specified
in its charter
)
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone
number, including area code, of depositary’s principal executive offices)
CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
John O’Connor, Esq.
Oderisio de Vito Piscicelli,
Esq.
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
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It is proposed that this filing become effective
under Rule 466:
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☐
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immediately upon filing.
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☐
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on (Date) at (Time).
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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
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American
Depositary Shares (
ADS(s)
), each ADS representing the right to receive two (2) ordinary shares of Eni S.p.A.
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100,000,000 ADSs
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$5.00
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$5,000,000.00
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$579.50
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*
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Each
unit represents 100 ADSs.
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**
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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 ADSs.
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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.
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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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
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Item
1.
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DESCRIPTION
OF SECURITIES TO BE REGISTERED
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“
Receipt
”)
Filed Herewith as Prospectus
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1.
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Name of Depositary and address of its principal executive office
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Face of Receipt
- Introductory Article.
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt
- Top Center.
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share ("ADSs")
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Face of Receipt
- Upper right corner.
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(ii)
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The procedure for voting, if any, the deposited securities
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Reverse of Receipt
- Paragraphs (17) and (18).
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(iii)
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The collection and distribution of dividends
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Reverse of Receipt
- Paragraph (15).
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Face of Receipt
- Paragraph (14);
Reverse of Receipt
- Paragraph (18).
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(v)
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The sale or exercise of rights
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Reverse of Receipt
– Paragraphs (15) and
(17).
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt
- Paragraphs (3) and (6);
Reverse of Receipt
- Paragraphs (15), (17) and
(19).
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(vii)
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Amendment, extension or termination of the deposit agreement
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Reverse of Receipt
- Paragraphs (23) and (24) (no provision for extensions).
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(viii)
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Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt
- Paragraph (14).
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“
Receipt
”)
Filed Herewith as Prospectus
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt
– Paragraphs (2), (3), (4), (6), (7), (8), (9) and (10).
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(x)
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Limitation upon the liability of the Depositary
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Face of Receipt
- Paragraph (8);
Reverse of Receipt
- Paragraphs (15), (20) and
(21).
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3.
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Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Face of Receipt
- Paragraph (11).
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Item 2.
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AVAILABLE INFORMATION
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Face of Receipt
- Paragraph (14).
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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.
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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(a)
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Form of Second Amended and Restated Deposit Agreement, by and among Eni S.p.A. (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).
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(b)
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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.
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(c)
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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.
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None.
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(d)
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Opinion of counsel for the Depositary as to the legality of the securities to be registered.
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Filed herewith
as Exhibit (d).
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(e)
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Certificate under Rule 466.
___
None.
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(a)
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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.
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(b)
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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.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Second Amended and Restated
Deposit Agreement, by and among Eni S.p.A., 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 22nd day of May, 2017.
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Legal entity 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 the right to receive two (2) ordinary shares of Eni S.p.A.
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CITIBANK,
N.A., solely in its capacity as Depositary
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By:
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/s/ Leslie DeLuca
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Name: Leslie DeLuca
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Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, Eni S.p.A. 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
Rome, Italy, on May 22, 2017.
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Eni S.p.A.
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By:
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/s/ Massimo Mondazzi
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Name: Massimo Mondazzi
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Title: Chief Financial Officer
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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 May 9, 2017.
Signature
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Title
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/s/ Emma Marcegaglia
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Chairman of the Board
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Name: Emma Marcegaglia
Position: Chairman
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/s/ Claudio Descalzi
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Chief Executive Officer
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Name: Claudio Descalzi
Position: Chief Executive Officer
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/s/ Massimo Mondazzi
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Chief Financial Officer (principal financial
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Name: Massimo Mondazzi
Position: Chief Financial Officer (principal financial
and accounting officer)
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and accounting
officer)
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/s/ Andrea Gemma
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Director
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Name: Andrea Gemma
Position: Non-executive
Director
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Signature
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Title
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/s/ Pietro Guindani
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Director
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Name: Pietro Guindani
Position: Non-executive Director
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/s/ Karina Litvack
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Director
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Name: Karina Litvack
Position: Non-executive Director
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/s/ Alessandro Lorenzi
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Director
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Name: Alessandro Lorenzi
Position: Non-executive Director
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/s/ Diva Moriani
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Director
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Name: Diva Moriani
Position: Non-executive Director
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/s/ Fabrizio Pagani
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Director
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Name: Fabrizio Pagani
Position: Non-executive Director
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/s/ Domenico Trombone
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Director
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Name: Domenico Trombone
Position: Non-executive Director
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Authorized Representative in the U.S.
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Authorized representative in the U.S.
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/s/ Lapo Pistelli
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Name: Lapo Pistelli
Position: Executive Vice President
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Index to Exhibits
Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Form of Second Amended and Restated Deposit Agreement
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(d)
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Opinion of counsel to the Depositary
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