F-6 1 e606851_f6-svenska.htm Unassociated Document
 
As filed with the Securities and Exchange Commission on April 26, 2010

 
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
 
SVENSKA CELLULOSA AKTIEBOLAGET SCA (publ)
(Exact name of issuer of deposited securities as specified in its charter)
 
N/A
(Translation of issuer’s name into English)
 
Sweden
(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) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
Mannheimer Swartling Advokatbyrå LLP
101 Park Avenue
 New York, New York 10178
Telephone: (212) 682-0580
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
 
It is proposed that this filing become effective under Rule 466:
o immediately upon filing.
o on (Date) at (Time)
 
If a separate registration statement has been filed to register the deposited shares, check the following box:o
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing  one  ordinary share of  Svenska Cellulosa Aktiebolaget SCA (publ)
50,000,000
 
$0.05
$2,500,000
$178.25
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, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 

 
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.
 
2

 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
 
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
     
2.    Title of American Depositary Receipts and identity of deposited securities
Face of Receipt, top center
     
 
Terms of Deposit:
 
       
  (i)    
The amount of deposited securities represented by one unit of American Depositary Receipts
Face of Receipt, upper right corner
       
  (ii)    
The procedure for voting, if any, the deposited securities
Articles number 15, 16 and 18
       
  (iii)    
The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
       
  (iv)   
The transmission of notices, reports and proxy soliciting material
Articles number 11, 15, 16, 17 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, 13, 15, 17 and 18
       
  (vii)   
Amendment, extension or termination of the deposit agreement
Articles number 20 and 21
       
  (viii)   
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
Article number 11
       
  (ix)   
Restrictions upon the right to deposit or withdraw the underlying securities
Articles number 2, 3, 4, 5, 6, 8 and 22
       
  (x)    
Limitation upon the liability of the depositary
Articles number 14, 18, 19 and 21
     
3.    Fees and Charges
Articles number 7 and 8
   
Item - 2.
 
 
Available Information
   
Public reports furnished by issuer
Article number 11
 
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a)
Form of Amended and Restated Deposit Agreement, dated as of      , 2010, by and among Svenska Cellulosa Aktiebolaget SCA (publ), Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a).
 
(b)
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. – Not Applicable.
 
(c)
Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable.
 
(d)
Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
 
(e) 
Certification under Rule 466. – Not Applicable.
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.
 
 
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 30 days before any change in the fee schedule.
 
4

 
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, by and among Svenska Cellulosa Aktiebolaget SCA (publ), Deutsche Bank Trust Company Americas, as depositary, and all Holders 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 the City of New York, State of New York, on April 26, 2010.
 
 
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one ordinary share of Svenska Cellulosa Aktiebolaget SCA (publ)
 
     
       
 
By:
/s/ James Kelly  
 
Name: 
James Kelly  
 
Title:
Vice President  
       
       
 
By:
/s/ Chris Konopelko  
 
Name: 
Chris Konopelko  
 
Title:
Vice President  
 
5

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Svenska Cellulosa Aktiebolaget SCA (publ) 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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Sweden on April 26, 2010.
 
 
Svenska Cellulosa Aktiebolaget SCA (publ)
 
     
       
 
By:
/s/ Anders Nyberg  
 
Name: 
Anders Nyberg  
 
Title:
SVP General Counsel  
 
Know all persons by these present that each director or officer whose signature appears below constitutes and appoints Anders Nyberg, his or her true lawful attorneys-in-fact and agents with full and several power of substitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
6

 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on April 26, 2010.
 
Signatures
 
Capacity
       
/s/Sverker Martin-Löf
 
Chairman of the Board and Director
Sverker Martin-Löf
 
       
/s/Jan Johansson
 
Principal Executive Officer
Jan Johansson
     
       
/s/Lennart Persson
  Principal Financial Officer
Lennart Persson
     
       
/s/Nicolas Adlercreutz
 
Principal Accounting Officer
Nicolas Adlercreutz
     
       
/s/Sören Gyll
 
Director
 
Sören Gyll
     
       
/s/Leif Johansson
 
Director
 
Leif Johansson
     
       
/s/Barbara M. Thoralfsson
 
Director
 
Barbara M. Thoralfsson
     
       
/s/Anders Nyrén
 
Director
 
Anders Nyrén
     
       
/s/Rolf Börjesson
 
Director
 
Rolf Börjesson
     
       
/s/Pär Boman
 
Director
 
Pär Boman
     
       
/s/Jan Johansson
 
Director
 
Jan Johansson
     
 
7

 
/s/Lars Jonsson
 
Director
Lars Jonsson
   
     
/s/Thomas Wiklund
 
Director
Thomas Wiklund
   
     
/s/Örjan Svensson
 
Director
Örjan Svensson
   
     
/s/Maria Tufvesson Shuck
 
Authorized Representative in the United States
Maria Tufvesson Shuck
Mannheimer Swartling Advokatbyrå LLP
   
 
8

 
INDEX TO EXHIBITS
 
 
Exhibit Number
 
 
(a)  Form of Amended and Restated Deposit Agreement
 
(d)  Opinion of counsel to the Depositary