F-6 1 f6-705.txt F-6 As filed with the Securities and Exchange Commission on July 28, 2005 Registration No. 333- ------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS -------------------------------- ENERSIS S.A. (Exact name of issuer of deposited securities as specified in its charter) -------------------------------- N/A (Translation of issuer's name into English) -------------------------------- REPUBLIC OF CHILE (Jurisdiction of incorporation or organization of issuer) -------------------------------- CITIBANK, N.A. (Exact name of depositary as specified in its charter) -------------------------------- 388 Greenwich Street New York, New York 10013 (212) 816-6763 (Address, including zip code, and telephone number, including area code, of Depositary's principal executive offices) -------------------------------- Mr. Donald J. Puglisi Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 (Name, address, including zip code, and telephone number, including area code of agent for service) -------------------------------- Copies to: Nicholas Kronfeld Frettra M. Miller, Esq. Davis Polk & Wardwell Citibank, N.A. 450 Lexington Avenue 388 Greenwich Street, 19th Floor New York, NY 10016 New York, New York 10013 -------------------------------------------------- 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 Proposed Amount of Title of Each Amount Maximum Maximum Registration Class of Securities to be Aggregate Aggregate Fee to be Registered Registered Offering Offering Price Per Price** Unit* -------------------------------------------------------------------------------- American Depositary 100,000,000 $5.00 $5,000,000 $588.50 Shares, each representing fifty (50) common shares, without par value, of Enersis S.A. -------------------------------------------------------------------------------- * Each unit represents 100 American Depositary Shares. ** 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 such receipts evidencing such 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. ii PART I INFORMATION REQUIRED IN PROSPECTUS CROSS REFERENCE SHEET Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED Location in Form of American Depositary Receipt ("Receipt") Item Number and Caption Filed Herewith as Prospectus ----------------------- ------------------------------ 1. Name of Depositary Face of Receipt, Introductory Paragraph 2. Title of Receipts and identity Face of Receipt, top center of deposited securities Terms of Deposit: (i) The amount of deposited Face of Receipt, upper right securities represented by corner one American Depositary Share (ii) The procedure for voting, Reverse of Receipt, Paragraphs if any, the deposited (13) and (14) securities (iii) The collection and Face of Receipt, Paragraph (4) distribution of dividends Reverse of Receipt, Paragraphs (12) and (13) (iv) The transmission of notices, Reverse of Receipt, Paragraphs reports and proxy soliciting (13) and (16) material (v) The sale or exercise of Reverse of Receipt, Paragraph (12) rights (vi) The deposit or sale of Face of Receipt, Paragraph (3); securities resulting from Reverse of Receipt, Paragraph (15) dividends, splits or plans of reorganization I-1 (vii) Amendment, extension or Reverse of Receipt, Paragraphs termination or the deposit (21) and (22) (no provision for agreement extension) (viii)Rights of holders of Reverse of Receipt, Paragraph (16) Receipts to inspect the transfer books of the depositary and the list of holders of Receipts (ix) Restrictions upon the right Face of Receipt, Paragraphs (2), to deposit or withdraw the (3), (4), (5), (6) and (7) underlying securities (x) Limitation upon the Reverse of Receipt, Paragraph (19) liability of the depositary 3. Fees and charges which may be Face of Receipt, Paragraph (6) imposed directly or indirectly against holders of Receipts Item 2. AVAILABLE INFORMATION Face of Receipt, Paragraph (9) Enersis S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Securities and Exchange Commission (the "Commission"). These reports and other information can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission located at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and the following Regional Office of the Commission: Chicago Regional Office, Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661. I-2 PROSPECTUS ---------- THE PROSPECTUS CONSISTS OF THE FORM OF AMERICAN DEPOSITARY RECEIPT, ATTACHED AS EXHIBIT A TO THE AMENDED AND RESTATED DEPOSIT AGREEMENT FILED AS EXHIBIT (a) TO THIS REGISTRATION STATEMENT AND INCORPORATED HEREIN BY REFERENCE. I-3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a) Amended and Restated Deposit Agreement, dated as of June 1, 1994, among Enersis S.A., a corporation organized and existing under the laws of the Republic of Chile (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all Holders from time to time of American Depositary Receipts ("ADRs") issued thereunder (including the form of American Depositary Receipt ("ADR") to be issued thereunder).* (b) Form of Foreign Exchange Contract.* (c) Any other agreement, to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities. - None (d) Opinion of counsel for the Depositary, as to the legality of the securities to be registered. - Filed herewith as Exhibit (d). (e) Certification under Rule 466. - Filed herewith as Exhibit (e). (f) Powers of Attorney for certain officers and directors and the authorized representative in the United States of the Company - Set forth on the signature pages herein. 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) The Depositary hereby 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 at least thirty (30) days before any change in the fee schedule. ----------------------------------- * Previously filed II-1 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., on behalf of the legal entity created by the Amended and Restated Deposit Agreement, dated as of June 1, 1994, among Enersis S.A., a corporation organized and existing under the laws of the Republic of Chile, Citibank, N.A., as depositary, and all Holders of 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 28th day of July 2005. Legal entity created by the Amended and Restated Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing fifty (50) common shares, without par value, of Enersis S.A. CITIBANK, N.A., as Depositary By: /s/ Ricardo R. Szlezinger ---------------------------------- Name: Ricardo R. Szlezinger Title: Vice President SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, as amended, Enersis S.A. 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 Santiago, Chile, on the 30th day of March 2005. Enersis S.A. By: /s/ Domingo Valdes ------------------------------------ Name: Domingo Valdes Title: General Counsel POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mario Valcarce and Domingo Valdes individually to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) 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 he/she might or could do in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the following capacities on March 30, 2005. Name Title ----- ------ /s/ Pablo Yrarrazaval Chairman of the Board of Directors ---------------------------------- Pablo Yrarrazaval Vice Chairman of the Board of ---------------------------------- Rafael Miranda Directors Director ---------------------------------- Jose Luis Palomo /s/ Ernesto Silva Director ---------------------------------- Ernesto Silva /s/ Eugenio Tironi Director ---------------------------------- Eugenio Tironi /s/ Hernan Somerville Director ---------------------------------- Hernan Somerville /s/ Alfonso Arias Director ---------------------------------- Alfonso Arias /s/ Mario Valcarce CEO ---------------------------------- Mario Valcarce /s/ Alfredo Ergas CFO ---------------------------------- Alfredo Ergas /s/ Domingo Valdes General Counsel ---------------------------------- Domingo Valdes /s/ Fernando Isac Accounting Director ---------------------------------- Fernando Isac Authorized Representative in the United States /s/ Donald J. Puglisi ---------------------------------- Donald J. Puglisi Index to Exhibits ----------------- Sequentially Exhibit Document Numbered Page ------- -------- ------------- (d) Opinion of counsel to the Depositary (e) Certification under Rule 466 (d) Opinion of counsel to the Depositary July 28, 2005 Citibank, N.A. ADR Department 388 Greenwich Street New York, N.Y. 10013 Re: American Depositary Receipts evidencing American Depositary Shares representing fifty (50) Common Shares, without par value, of Enersis S.A. Ladies and Gentlemen: I refer to the Registration Statement to be filed on Form F-6 (the "Registration Statement") by the legal entity created by the Deposit Agreement (as defined herein) for which you are acting as the depositary, for the purpose of registering under the Securities Act of 1933, as amended, 100,000,000 American Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs") to be issued under the amended and restated Deposit Agreement, dated as of June 1, 1994, by and among Citibank, N.A., as depositary, Amarin Corporation plc., a company organized and existing under the laws of the Republic of China (the "Company"), and all Holders from time to time of ADRs issued thereunder, a copy of which is being filed as Exhibits (a) (i), (ii) and (iii) to the Registration Statement (collectively, the "Deposit Agreement"). Each ADS will (subject to amendments in accordance with the terms of the Deposit Agreement) represent fifty (50) common shares, without par value, or evidence of the right to receive such shares, of the Company. Capitalized terms used herein without definition shall have the meaning assigned thereto in the Deposit Agreement. Assuming that the Deposit Agreement has been duly executed and delivered by the Company, I am of the opinion that the ADSs covered by the Registration Statement, when issued in accordance with the terms of the Deposit Agreement, will be legally issued and will entitle the Holders thereof to the rights specified in the Deposit Agreement and the ADRs. I hereby consent to the filing of this opinion as an exhibit to the aforementioned Registration Statement. I am a member of the Bar of the State of New York. This opinion is limited to the laws of the State of New York and the Federal laws of the United States. Very truly yours, /s/ Frettra M. Miller (e) Certification under Rule 466 Certification under Rule 466 The Depositary, Citibank, N.A., represents and certifies the following: (1) That it previously had filed a Registration Statement on Form F-6 (Enersis S.A., File No. 333- 110899), which the Commission declared effective, with terms of deposit identical to the terms of this Registration Statement. (2) That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended. Citibank, N.A., as depositary By: /s/ Frettra M. Miller --------------------------------------- Name: Frettra M. Miller Title: Senior Vice President and Associate General Counsel