Securities Registration (ads, Delayed) (f-6)
July 28 2014 - 12:28PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 28, 2014
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Registration No. [___]-[___]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F
-
6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
CLARIANT AG
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer’s name in English)
SWITZERLAND
(Jurisdiction of incorporation or organization
of issuer)
ConvergEx Depositary, Inc.
(Exact name of depositary as specified in its
charter)
1633 Broadway,
48th Floor
New York, New York 10019
(212) 259-5543
(Address, including zip code, and telephone number, including area code, of depositary’s principal
executive offices)
ConvergEx
Depositary, Inc.
— DEPOSITARY RECEIPTS DEPARTMENT
1633 Broadway, 48th Floor
New York, New York 10019
(212) 259-5543
(Name, address, including zip code, and telephone number, including area code of agent for service)
Copies to:
Richard M. Kosnik, Esq.
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Mildred Quinones-Holmes, Esq.
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Jones Day
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Thompson Hine LLP
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222 East 41st Street
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335 Madison Avenue
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New York, New York 10017
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New York, New York 10017
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It is proposed that this filing become effective under Rule 466:
N/A
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
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Amount
to
be
Registered
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Proposed
Maximum
Offering Price Per
Unit*
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Proposed
Maximum
Aggregate
Offering
Price**
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Amount
of
Registration
Fee
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American Depositary Shares (“ADSs”), each ADS representing the right to receive one (1) share of common stock of CLARIANT AG
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5,000,000
ADSs
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$
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0.05
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$
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250,000
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$
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32.20
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*
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Each unit represents one ADS.
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**
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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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption
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Location in Form of American Depositary
Receipt (“
Receipt
”)
Filed herewith as Prospectus
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1. Name
of Depositary and address of its principal executive office
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Face of Receipt
— Introductory
Article
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2. Title
of Receipts and identity of deposited securities
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Face of Receipt
— Top
center
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Terms of Deposit:
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(i) The amount of deposited securities
represented by one American Depositary Share (“
ADS
”)
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Face of Receipt
— Upper right corner
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(ii) The procedure for voting, if
any, the deposited securities
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Reverse of Receipt
— Paragraphs 12, 14 and 17
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(iii) The procedure for collecting
and distributing dividends
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Face of Receipt
— Paragraphs 4 and 8
Reverse of Receipt
— Paragraphs 13, 14 and 19
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(iv) The procedure for transmitting
notices, reports and proxy soliciting material
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Reverse of Receipt
— Paragraphs 11, 12 and 16
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(v) The sale or exercise of rights
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Reverse of Receipt
— Paragraphs 13 and 14
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(vi) The deposit or sale of securities
resulting from dividends, splits or plans of reorganization
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Face of Receipt
— Paragraphs 4 and 8
Reverse of Receipt
— Paragraphs 13, 14, 16 and 17
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(vii) Amendment, extension or termination
of the deposit arrangements
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Reverse of Receipt
— Paragraphs 18 and 19 (no provision for extension)
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(viii) The rights that holders of
Receipts have to inspect the transfer books of the Depositary and the list of Receipt holders
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Face of Receipt
— Paragraph 3
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(ix) Any
restrictions on the right to transfer or withdraw the underlying securities
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Face of Receipt
— Paragraphs 1, 2, 4, 5 and 6
Reverse of Receipt
— Paragraphs 15, 16 and 17
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(x) Any
limitation on the Depositary’s liability
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Face of Receipt
— Paragraphs 1, 2, 4, 6 and 8;
Reverse of Receipt
— Paragraphs 12, 13, 15, 16 and 17
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3. Fees and charges that may be imposed directly or indirectly upon a holder of Receipts
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Reverse of Receipt
— Paragraph 20
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Item 2. AVAILABLE INFORMATION
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Reverse of Receipt
—
Paragraph 11
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Based on the reasonable,
good faith belief of the Depositary after exercising reasonable diligence, the registrant represents that, as of the date hereof,
Clariant AG (the “
Company
”) publishes information in English required to maintain the exemption from registration
under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended, on its internet website or through an electronic information
delivery system generally available to the public in the Company’s primary trading market. The address of the Company’s
internet website, as of the date hereof, is
www.clariant.com
.
PROSPECTUS
IN ACCORDANCE WITH GENERAL INSTRUCTIONS III.
B OF FORM F-6, THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED AS AN EXHIBIT TO THIS F-6 REGISTRATION STATEMENT
CONSTITUTE THE PROSPECTUS RELATING TO THE AMERICAN DEPOSITARY SHARES TO BE ISSUED PURSUANT TO THIS F-6 REGISTRATION STATEMENT.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3.
EXHIBITS
(a) The
agreement between ConvergEx Depositary, Inc., as depositary (the “
Depositary
”), and all holders and beneficial
owners from time to time of American Depositary Shares registered hereunder is contained in the form of American Depositary Receipt
itself, constituting the Prospectus filed as a part of this Registration Statement. — Filed herewith.
(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. — None.
(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. — None.
(d) Opinion
of Thompson Hine LLP, counsel for the Depositary, as to the legality of the securities to be registered. — Filed herewith.
(e) Certification
under Rule 466. — N/A.
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 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)
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 a Receipt 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 the 28
th
day of July, 2014.
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Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares for shares of Clariant AG
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ConvergEx Depositary, Inc
., as Depositary
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By:
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/S/ ANDREW P. LEVINE
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Name: Andrew P. Levine
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Title: CEO
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Index of Exhibits
Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Form of ADR
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9
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(d)
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Opinion of Counsel to the Depositary
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21
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