F-6 1 iberdolaf6.htm F-6

 

 

 

As filed with the Securities and Exchange Commission on May 13, 2022. Registration No. 333-______

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

 

IBERDROLA, S.A.

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A

(Translation of issuer's name into English)

 

Spain

(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

[ ] 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 offering price per unit (1) Proposed maximum  aggregate offering price Amount of registration fee

 

American Depositary Shares representing ordinary shares of Iberdrola, S.A.

 

100,000,000

American Depositary Shares

 

$5.00

 

$5,000,000

 

$463.50

(1)For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares or portion thereof.

 

 

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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained herein also relates to the depositary shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis. No. 333-231363).

 

 

 

 
 

 

 

 

 

 

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Amended and Restated 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
  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 Article number 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 ____________, 2022 among Iberdrola, 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. - 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. - 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 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 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 May 13, 2022.

 

Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Iberdrola, S.A.

 

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

/s/ Lance Miller

  Name: Lance Miller
  Title: Vice President

 

 

 

 

 
 

Pursuant to the requirements of the Securities Act of 1933, Iberdrola, S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Madrid, Spain, on May 13, 2022.

 

IBERDROLA, S.A.
 
 
By:

/s/ Julián Martínez-Simancas Sánchez

Name: Julián Martínez-Simancas Sánchez
Title: Secretary of the Board of Directors

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on May 13, 2022.

 

/s/ Mr. José Ignacio Sánchez Galán

 Chairman of the Board of Directors and Chief
Mr. José Ignacio Sánchez Galán Executive Officer
  (principal executive officer)
   
   
   

/s/ Mr. José Sainz Armada

 Chief Financial Officer
Mr. José Sainz Armada (principal financial officer)
   
   
   
/s/ Mr. Daniel Alcain López Corporation Administration and Control Director
Mr. Daniel Alcain López (principal accounting officer)
   
   
   
   
/s/ Mr. Juan Manuel Gónzález Serna First Vice-chair and lead director
Mr. Juan Manuel Gónzález Serna  
   
   
   
   

/s/ Mr. Anthony L.Gardner

 Second Vice-chair
Mr. Anthony L.Gardner  
   
   
   

/s/ Mr. Iñigo Víctor de Oriol Ibarra

 Director
Mr. Iñigo Víctor de Oriol Ibarra  
   
   
   
/s/ Ms. María Helena Antolín Raybaud Director
Ms. María Helena Antolín Raybaud  
   
   
   
/s/ Ms. Nicola Mary Brewer Director
Ms. Nicola Mary Brewer  
   
   
   
/s/ Ms. Regina Helena Jorge Nunes Director
Ms. Regina Helena Jorge Nunes  
   
   
   
/s/ Mr. Ángel Jesús Acebes Paniagua Director
Mr. Ángel Jesús Acebes Paniagua  
   
   
   
/s/ Mr. Manuel Moreu Munaiz Director
Mr. Manuel Moreu Munaiz  
   
   
/s/ Mr. Xabier Sagredo Ormaza Director
Mr. Xabier Sagredo Ormaza  
   
   
   
/s/ Ms. María Ángeles Alcalá Díaz Director
Ms. María Ángeles Alcalá Díaz  
   
   
   
/s/ Mr. Francisco Martínez Córcoles Director – Business CEO
Mr. Francisco Martínez Córcoles  
   
   
   
/s/ Ms. Isabel García Tejerina Director
Ms. Isabel García Tejerina  
   
   
   
/s/ Ms. Sara de la Rica Goiricelaya Director
Ms. Sara de la Rica Goiricelaya  
 

 

 

 

   
   
/s/ Patricia Cosgel Authorized Representative in the United States

Patricia Cosgel

Vice President – Chief Financial Officer

  
Avangrid, Inc.  
   
   
   
   
   
 
 

INDEX TO EXHIBITS

 

 

Exhibit

Number

Exhibit
   
1 Form of  Amended and Restated Deposit Agreement dated as of __________, 2022 among Iberdrola, 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.
   
   
   
4 Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered.