0001019155-20-000385.txt : 20201106 0001019155-20-000385.hdr.sgml : 20201106 20201106153523 ACCESSION NUMBER: 0001019155-20-000385 CONFORMED SUBMISSION TYPE: F-6 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20201106 EFFECTIVENESS DATE: 20201106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AES Tiete Energia S.A./ADR CENTRAL INDEX KEY: 0001712384 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-6 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-219582 FILM NUMBER: 201294174 BUSINESS ADDRESS: STREET 1: 120 BROADWAY STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 BUSINESS PHONE: 2122383128 MAIL ADDRESS: STREET 1: 120 BROADWAY STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF NEW YORK / ADR DIVISION CENTRAL INDEX KEY: 0001201935 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] IRS NUMBER: 135160382 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: F-6 POS BUSINESS ADDRESS: STREET 1: AMERICAN DEPOSITARY RECEIPTS DIVISION STREET 2: 101 BARCLAY STREET - 22WEST CITY: NYC STATE: NY ZIP: 10286 BUSINESS PHONE: 212-815-8252 MAIL ADDRESS: STREET 1: ATTN: ELSA GUZMAN - 22 WEST STREET 2: 101 BARCLAY STREET CITY: NYC STATE: NY ZIP: 10286 FORMER COMPANY: FORMER CONFORMED NAME: BANK OF NEW YORK/ADR DIVISION DATE OF NAME CHANGE: 20021028 F-6 POS 1 tietef6pos.htm F-6 POS

As filed with the Securities and Exchange Commission on November 6, 2020. Registration No. 333-219582

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

 

POST EFFECTIVE AMENDMENT NO. 1 TO THE

 

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

 

AES TIETÊ ENERGIA 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)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

 

240 Greenwich Street New York, N.Y. 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________________

The Bank of New York Mellon

Legal Department

240 Greenwich Street

New York, New York 10286

(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

New York, New York 10271

(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. [ ]

 

 

 
 

 

 

 

 

 

EXPLANATORY NOTE

 

The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.

 

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
  1. Title of the depositary shares and identity of deposited securities

 

Face of Receipt, top center

Terms of Deposit:

 

 
(i) The amount of deposited securities represented by one unit of depositary shares Face of Receipt, upper right corner
(ii) The procedure for voting, if any, the deposited securities Articles number 15, 16 and 18
(iii) The procedure for collection and distribution of dividends Articles number 4, 12, 14, 15, 18 and 21
(iv) The procedure for transmission of notices, reports and proxy soliciting material Articles number 11, 15, 16 and 18
(v) The sale or exercise of rights Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization Articles number 12, 14, 15, 17 and 18
(vii) Amendment, extension or termination of the deposit agreement Articles number 20 and 21
(viii) Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares Article number 11
(ix) Restrictions upon the right to transfer or withdraw the underlying securities Articles number 2, 3, 4, 6, 7 and 21
(x) Limitation upon the liability of the depositary Articles number 13, 18, 21 and 22

 

3. Fees and Charges Articles number 7 and 8

 

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 August 9, 2017 among AES Tietê Energia S.A., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Previously filed.
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. - Previously filed.
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 depositary shares, 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 depositary shares 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 Post-Effective Amendment No. 1 to the 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 November 6, 2020.

 

Legal entity created by the agreement for the issuance of depositary shares representing units representing common and preferred shares of AES Tietê Energia S.A.

 

By: The Bank of New York Mellon
    As Depositary
   
   
  By:

/s/ Robert W. Goad

  Name: Robert W. Goad
  Title: Managing Director

 

 

 

 

 
 

Pursuant to the requirements of the Securities Act of 1933, AES Tietê Energia S.A. has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized on November 6, 2020.

 

AES Tietê Energia S.A.
 
 
By:

/s/ Ítalo Tadeu de Carvalho Freitas Filho

Name: Ítalo Tadeu de Carvalho Freitas Filho
Title: Chief Executive Officer

 

By:

/s/ Clarissa Della Nina Sadock Accorsi

Name: Clarissa Della Nina Sadock Accorsi
Title: Chief Financial Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on November 6, 2020.

 

/s/ Ítalo Tadeu de Carvalho Freitas Filho

 
Ítalo Tadeu de Carvalho Freitas Filho Chief Executive Officer
  (principal executive officer)
   
   

/s/ Clarissa Della Nina Sadock Accorsi

 
Clarissa Della Nina Sadock Accorsi Chief Financial Officer
  (principal financial and accounting officer)
   
   

 

 
Julian Jose Nebreda Marquez Director
   
   

 

 
Charles Lenzi Director
   
   

/s/ Fellipe Agostini Silva

 
Fellipe Agostini Silva Director
   
   

 

 
Roberto Oliveira de Lima Director
   
   

/s/ Leonardo Eleutério Moreno

 
Leonardo Eleutério Moreno Director
   
   

 

 
Franklin Lee Feder Director
   
   

/s/ Susan Pasley Keppelman Harcourt

 
Susan Pasley Keppelman Harcourt Director
   
   

 

 
Krista Sweigart Director
   
   

/s/ Berned Raymond Da Santos Ávila

 
Berned Raymond Da Santos Ávila Director
   
   

/s/ Denise Duarte Damiani

 
Denise Duarte Damiani Director
   
   

/s/ Francisco Jose Morandi Lopez

 
Francisco Jose Morandi Lopez Director
   
   

/s/ Donald J. Puglisi

 
Puglisi & Associates Authorized Representative in the United States
 
 

 

 

INDEX TO EXHIBITS

 

 

Exhibit

Number

Exhibit
   
5 Certification under Rule 466.
   
   

 

EX-5 2 aes466.htm CERTIFICATION UNDER RULE 466

Exhibit 5

Certification Under Rule 466

 

The Depositary, The Bank of New York Mellon, represents and certifies the following:

 

(1)That it previously has filed a Registration Statement on Form F-6 (AES Tietê Energia S.A., No. 333-219582) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this Registration Statement except for the number of foreign securities a Depositary Share represents.
(2)That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended.

THE BANK OF NEW YORK MELLON,
As Depositary

 

By: /s/ Robert W. Goad

Name: Robert W. Goad

Title: Managing Director