F-6 1 f6.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 13, 2007 ================================================================================ 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 ICICI BANK LIMITED (Exact name of issuer of deposited securities as specified in its charter) Not Applicable (Translation of issuer's name into English) Republic of India (Jurisdiction of incorporation or organization of issuer) DEUTSCHE BANK TRUST COMPANY AMERICAS (Exact name of depositary as specified in its charter) 60 Wall Street New York, New York 10005 +1 212 250 9100 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) Mr. G. V. S. Ramesh Joint General Manager, ICICI Bank New York Representative Office 500 Fifth Avenue, Suite 2830 New York, NY 10110 +1 646 827 8448 (Address, including zip code, and telephone number, including area code, of agent for service) Copies to: Francis Fitzherbert-Brockholes, Esq. Margaret E. Tahyar, Esq. White & Case LLP Davis Polk & Wardwell 5 Old Broad Street 121, avenue des Champs-Elysees London EC2N 1DW 75008 Paris +44 20 7532 1000 +33 1 56 59 36 00 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
Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of Securities to be Registered Registered Per Unit(*) Price(**) Registration Fee --------------------------------------- ------------ ------------------ ------------------ ---------------- American Depositary Shares evidenced by 800,000,000 $ 0.05 $ 40,000,000 $ 1,228 American Depositary Receipts, each American Depositary Share representing ADSs 2 shares, Rs.10 par value, of ICICI Bank Limited (the "shares")
* Each unit represents one American Depositary Share. ** 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 receipts evidencing 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. ================================================================================ PART I INFORMATION REQUIRED IN PROSPECTUS The Prospectus consists of the proposed form of American Depositary Receipt ("Receipt" or "American Depositary Receipt") included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement, which form of American Depositary Receipt is incorporated herein by reference. ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED Cross Reference Location in Form of Receipt Item Number and Caption Filed Herewith as Prospectus --------------------------------------- ------------------------------------- 1. Name of depositary and address of Face of Receipt, Introductory Article its principal executive office 2. Title of American Depositary Face of Receipt, Introductory Article Receipts and identity of deposited securities Terms of Deposit: (i) The amount of deposited Face of Receipt, Introductory Article securities represented by one upper right corner unit of American Depositary Receipts (ii) The procedure for voting, Reverse of Receipt, Article 17 if any, the deposited securities (iii)The collection and Reverse of Receipt, Article 13 distribution of dividends (iv) The transmission of notices, Face of Receipt, Article 11 reports and proxy soliciting material (v) The sale or exercise of Reverse of Receipt, Article 14 rights (vi) The deposit or sale of Face of Receipt, Article 3, Reverse securities resulting from of Receipt, Articles 13 and 18 dividends, splits or plans of reorganization (vii)Amendment, extension or Reverse of Receipt, Articles 21 termination of the deposit and 22 (no provision for extension) arrangements (viii) Rights of holders of Face of Receipt, Article 11 American Depositary Receipts to inspect the books of the depositary and the list of holders of Receipts (ix) Restrictions upon the right Face of Receipt, Articles 2 and 4 to transfer or withdraw the underlying securities (x) Limitation upon the liability Reverse of Receipt, Articles 13, 19 of the depositary and 22 3. Fees and Charges Face of Receipt, Article 7 ITEM 2. AVAILABLE INFORMATION Public reports furnished by issuer Face of Receipt Article 11 The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the United States Securities and Exchange Commission (the "Commission"). These reports can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission located at Judiciary Plaza, 100 F Street, N.E., Washington D.C. 20549, and at the principal executive office of the Depositary and, where made available by the Commission, on the Commission's website (www.sec.gov). PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. EXHIBITS (a) Form of Deposit Agreement. Form of Deposit Agreement by and among ICICI Bank Limited (the "Company"), Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as depositary (the "Depositary"), and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto, filed as Exhibit (a) to Form F-6 (File Number 333-11504), dated February 18, 2000, and incorporated herein by reference. (b)(1) Letter Agreements. Letter Agreements dated February 19, 2002 and April 1, 2002 between the Company and the Depositary amending and supplementing the Deposit Agreement, incorporated herein by reference to the Company's Annual Report on Form 20-F for the fiscal year ended March 31, 2002 filed on September 30, 2002. (b)(2) Letter Agreement. Letter Agreement dated March 8, 2005 between the Company and the Depositary amending the Deposit Agreement to change the Company's agent for service of process, filed as Exhibit (b)(2) to Form F-6 (File number 333-123236), dated March 10, 2005, and incorporated herein by reference. (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. Not Applicable. (d) Opinion of White & Case, counsel to the Depositary, as to the legality of the securities being registered. Filed as Exhibit (d) to Form F-6 (File number 333-123236), dated March 10, 2005, and incorporated herein by reference. (e) Certification under Rule 466. Filed as Exhibit (e) to Form F-6 (File number 333-123236), dated March 10, 2005, and incorporated herein by reference. (f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. Not applicable. 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 American Depositary Receipts, 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 American Depositary Receipt at least thirty days before any change in the fee schedule. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, dated as of March 31, 2000, by and among the Company, Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts 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 London, United Kingdom, on June 13, 2007. Legal entity created by the agreement for the issuance of American Depositary Receipts for Registered Shares, Par Value Rs.10 each, of ICICI Bank Limited. By: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary By: /s/ Jane Taylor ------------------------------------- Name: Jane Taylor Title: Director By: /s/ Tom Murphy ------------------------------------- Name: Tom Murphy Title: Vice President SIGNATURES Pursuant to the requirements of the Securities Act of 1933, ICICI Bank Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mumbai, India on June 13, 2007. ICICI BANK LIMITED By: /s/ Joytin Mehta -------------------------------------- Name: Mr. Jyotin Mehta Title: General Manager and Company Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------------------------------------- ----------------------------------- ------------- * -------------------- Mr. Narayanan Vaghul Chairman * ------------------ Mr. Sridar Iyengar Non-Executive Director /s/ Ram Kishore Joshi --------------------- Mr. Ram Kishore Joshi Non-Executive Director June 13, 2007 * ------------------------ Mr. Lakshmi Niwas Mittal Non-Executive Director /s/ Narendra Murkumbi --------------------- Mr. Narendra Murkumbi Non-Executive Director June 13, 2007 * ---------------------- Mr. Anupam Pradip Puri Non-Executive Director * ------------- Mr. Vinod Rai Non-Executive Director /s/ Mahendra Kumar Sharma ------------------------- Mr. Mahendra Kumar Sharma Non-Executive Director June 13, 2007 * --------------------- Mr. Priya Mohan Sinha Non-Executive Director /s/ T.S. Vijayan ---------------- Mr. T.S. Vijayan Non-Executive Director June 13, 2007 * -------------------- Prof. Marti Gurunath Subrahmanyam Non-Executive Director * ----------------- Mr. V. Prem Watsa Non-Executive Director /s/ Kundapur Vaman Kamath ------------------------- Managing Director & Chief Executive June 13, 2007 Mr. Kundapur Vaman Kamath Officer
SIGNATURE TITLE DATE --------------------------------------- ----------------------------------- ------------- /s/ Chandra Kochlar ------------------- Mr. Chandra Kochlar Deputy Managing Director June 13, 2007 /s/ Nachiket Mor ---------------- Dr. Nachiket Mor Deputy Managing Director June 13, 2007 /s/ Madhabi Puri-Buch --------------------- Ms. Madhabi Puri-Buch Executive Director June 13, 2007 /s/ V. Vaidyanathan ------------------- Mr. V. Vaidyanathan Executive Director June 13, 2007 /s/ Vishakha Mulye ------------------ Ms. Vishakha Mulye Group Chief Financial Officer June 13, 2007 By: /s/ Nilesh Trivedi June 13, 2007 ------------------ Mr. Nilesh Trivedi Attorney-in-Fact Authorized Representative /s/ G.V.S. Ramesh June 13, 2007 --------------------------------------- Mr. G.V.S. Ramesh, as duly authorized representative of ICICI Bank Limited in the United States.
INDEX TO EXHIBITS Sequentially Exhibit Number Numbered Page --------------------------------------------------------------- ------------- (a) Form of Deposit Agreement among ICICI Bank Limited (the "Company"), Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as depositary (the "Depositary"), and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto, filed as Exhibit (a) to Form F-6 (File Number 333-11504), dated February 18, 2000, and incorporated herein by reference. (b)(1) Letter Agreements dated February 19, 2002 and April 1, 2002 between the Company and the Depositary amending and supplementing the Deposit Agreement, incorporated herein by reference to the Company's Annual Report on Form 20-F for the fiscal year ended March 31, 2002 filed on September 30, 2002. (b)(2) Letter Agreement dated March 8, 2005 between the Company and the Depositary amending the Deposit Agreement to change the Company's agent for service of process, filed as Exhibit (b)(2) to Form F-6 (File number 333-123236), dated March 10, 2005, and incorporated herein by reference. (d) Opinion of White & Case, counsel to the Depositary, as to the legality of the securities being registered. Filed as Exhibit (d) to Form F-6 (File number 333-123236), dated March 10, 2005, and incorporated herein by reference. (e) Certification under Rule 466. Filed as Exhibit (e) to Form F-6 (File number 333-123236), dated March 10, 2005, and incorporated herein by reference.