As filed with the U.S. Securities and Exchange Commission on May 2, 2012
Registration No. 333-181036
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
CORPBANCA
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuers name into English)
REPUBLIC OF CHILE
(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
(212) 602-1044
(Address, including zip code, and telephone number, including area code,
of depositarys principal executive offices)
Corpbanca, New York Branch
845 Third Avenue
New York, New York 10022
(212) 980-1770
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Howard Kleinman, Esq. Dechert LLP 1095 Avenue of the Americas New York, New York 10036 United States of America (212) 698-3567 |
Conrado Tenaglia, Esq. Linklaters LLP 1345 Avenue of the Americas New York, New York 10105 United States of America (212) 903-9010 |
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: [X]
CALCULATION OF REGISTRATION FEE
Title of each Class of Securities to be Registered |
Amount to be |
Proposed Maximum Per Unit(1) |
Proposed Maximum Offering Price(2) |
Amount of | ||||
American Depositary Shares (ADSs) evidenced by American Depositary Receipts (ADRs), representing common shares of Corpbanca |
N/A
|
N/A | N/A | N/A |
(1) Each unit represents one hundred (100) ADSs.
(2) 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.
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 Securities and Exchange Commission (the Commission), acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The prospectus consists of the proposed form of ADR included as Exhibit A to the Form of Deposit Agreement previously filed as Exhibit 1 to the Registration Statement on Form F-6 and is incorporated into this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 by reference.
Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
Cross-Reference Sheet
Item Number and Caption |
Location in Form of ADR Filed Herewith as Prospectus | |||
|
| |||
1. | Name of Depositary and address of its principal executive office: | Introductory Article. | ||
2. | Title of ADRs and identity of deposited securities: | First page of ADR, top center. | ||
Terms of Deposit: | ||||
(a) | Amount of deposited securities represented by one unit of ADRs: | First page of ADR, upper right corner. | ||
(b) | Any procedure for voting the deposited securities: | Articles number 15, 16 and 18. | ||
(c) | Procedure for collecting and distributing dividends: | Articles number 4, 12, 13, 15 and 18. | ||
(d) | Procedures for transmitting notices, reports and proxy soliciting material: | Articles number 11, 15, 16 and 18. | ||
(e) | Sale or exercise of rights: | Articles number 13, 14, 15 and 18. | ||
(f) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization: | Articles number 12, 13, 15, 17 and 18. | ||
(g) | Amendment, extension or termination of the deposit agreement: | Articles number 20 and 21. | ||
(h) | Rights of holders of ADRs to inspect the transfer books of the depositary and the list of holders of ADRs: | Article number 11. | ||
(i) | Restrictions on the right to transfer or withdraw the underlying securities: | Articles number 2, 3, 4, 5, 6 and 8. | ||
(j) | Any limitation on the depositarys liability: | Articles number 14, 18, 19 and 21. | ||
3. | Fees and charges which may be imposed directly or indirectly on holders of ADRs: | Article number 7. |
Item 2. AVAILABLE INFORMATION
Item Number and Caption | Location in Form of ADR Filed Herewith as Prospectus | |
|
| |
(a) Public reports furnished by the Issuer. | Article number 11. |
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. | EXHIBITS |
(a) | Form of Deposit Agreement, including the Form of ADR, among Corpbanca, as Issuer, Deutsche Bank Trust Company Americas, as Depositary, and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunder Previously filed as Exhibit 1 to Registration Statement on Form F-6 (Reg. No. 333-181036) filed with the Commission on April 30, 2012, and incorporated herein by reference. |
(b) | Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereby or the custody of the deposited securities represented thereby 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 Not Applicable. |
(d) | Opinion of Linklaters LLP, counsel for the Depositary as to the legality of the securities being 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 ADRs, 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 ADR thirty (30) days before any change in the fee schedule. |
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Pre-Effective Amendment No. 1 to 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 May 2, 2012.
Legal entity to be created by the Deposit Agreement for the issuance of ADRs evidencing ADSs for common shares of Corpbanca | ||||
Deutsche Bank Trust Company Americas, as Depositary, | ||||
By: | /s/ Laura Bonner |
|||
Name: Laura Bonner | ||||
Title: Vice President | ||||
By: | /s/ James Kelly |
|||
Name: James Kelly | ||||
Title: Vice President |
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Corpbanca has caused this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Santiago, Chile, on May 2, 2012.
CORPBANCA, |
||||
By: | /s/ Jorge Andrés Saieh Guzmán |
|||
Name: Jorge Andrés Saieh Guzmán | ||||
Title: Chairman of the Board | ||||
By: | /s/ Julio Barriga Silva |
|||
Name: Julio Barriga Silva | ||||
Title: Director | ||||
By: | /s/ Ana Beatriz Holuigue Barros |
|||
Name: Ana Beatriz Holuigue Barros | ||||
Title: Director | ||||
By: | /s/ Francisco León Délano |
|||
Name: Francisco León Délano | ||||
Title: Director | ||||
By: | /s/ Jorge Selume Zaror |
|||
Name: Jorge Selume Zaror | ||||
Title: Director | ||||
By: | /s/ Francisco Mobarec Asfura |
|||
Name: Francisco Mobarec Asfura | ||||
Title: Director | ||||
By: | /s/ Eugenio Gigogne Miqueles |
|||
Name: Eugenio Gigogne Miqueles | ||||
Title: Chief Financial Officer | ||||
By: | /s/ Fernando Massú Taré |
|||
Name: Fernando Massú Taré | ||||
Title: Chief Executive Officer |
5
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the undersigned in his/her capacity as the duly authorized representative of the registrant in the United States on May 2, 2012.
CORPBANCA, NEW YORK BRANCH | ||||||
By: | /s/ Fernando Burgos |
|||||
Name: Fernando Burgos | ||||||
Title: | General Manager | |||||
For and on behalf of Corpbanca, New York Branch, the Authorized U.S. Representative |
6
INDEX TO EXHIBITS
Exhibit |
Document | |
1 |
Form of Deposit Agreement, including the Form of ADR, among Corpbanca, as Issuer, Deutsche Bank Trust Company Americas, as Depositary, and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunderPreviously filed as Exhibit 1 to Registration Statement on Form F-6 (Reg. No. 333-181036) filed with the Commission on April 30, 2012, and incorporated herein by reference. | |
4 | Opinion of Linklaters LLP, counsel for the Depositary, as to the legality of the securities being registered. |
7
Exhibit 4
![]() |
1345 Avenue of the Americas New York, NY 10105 Telephone (+1) 212 903 9000 Facsimile (+1) 212 903 9100 |
Deutsche Bank Trust
Company Americas (the Depositary)
60 Wall Street
New York, New York 10005
May 2, 2012 |
Ladies and Gentlemen:
American Depositary Receipts (ADRs) evidencing American Depositary Shares (ADSs) in respect of common shares (the Shares) of Corpbanca (the Company)
1 | We have acted as your special United States counsel in connection with the execution by you and the Company of the Deposit Agreement to be entered into (the Deposit Agreement) relating to the ADRs and the ADSs. The ADSs and the ADRs that evidence the ADSs are being registered under the U.S. Securities Act of 1933 (the Securities Act) on a registration statement on Form F-6 (the Registration Statement). |
2 | This opinion is limited to the federal law of the United States and the laws of the State of New York, and we express no opinion as to the effect of the laws of any other State of the United States or any other jurisdiction. |
3 | For the purpose of this opinion, we have examined the Deposit Agreement, such certificates and other documents, and such questions of law, as we have considered necessary or appropriate. We have assumed that the Company has the power to execute and deliver the Deposit Agreement and perform its obligations thereunder, that the Deposit Agreement has been duly and validly authorized, executed and delivered by the Company, that the ADSs and the ADRs conform to the forms examined by us and that the signatures on all documents examined by us are genuine, assumptions that we have not independently verified. |
This communication is confidential and may be privileged or otherwise protected by work product immunity.
Linklaters LLP is a multinational limited liability partnership registered in England and Wales with registered number OC326345 including solicitors of the Senior Courts of England and Wales, members of the New York Bar and foreign legal consultants in New York. It is a law firm authorized and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ, England or on www.linklaters.com.
Please refer to www.linklaters.com/regulation for important information on our regulatory position.
Page 1 of 2
4 | In our opinion, when the Registration Statement has become effective under the Securities Act, the Deposit Agreement and the ADRs evidencing the ADSs have been executed and delivered by the Depositary and the ADRs evidencing the ADSs have been issued by the Depositary against the deposit of the Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADRs will be duly and validly issued, and persons in whose names such ADRs are registered shall be entitled to the rights specified therein and in the Deposit Agreement. |
5 | We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. |
Yours faithfully,
/s/ Linklaters LLP
Linklaters LLP
Page 2 of 2
P(X_?
M05[0F-DOMOT;YQIGSUQ_D`%RP1HUGW-*NZ!>/;D45;'M"*@F]5V_''4\D=OO
M,416(J2OM'+_`'`WY98:VTT!N/G83;