Registration No. 333- _____

As filed with the United States Securities and Exchange Commission on May 25, 2023

 

 

UNITED STATES

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

 

KONINKLIJKE KPN N.V.

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

 

N/A

(Translation of issuer’s name into English)

 

The Netherlands

(Jurisdiction of incorporation or organization of issuer)

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

(Exact name of depositary as specified in its charter)

 

1 Columbus Circle

New York, New York 10019

(212) 250-9100

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

GETRONICS US OPERATIONS, INC.

20423 State Road 7, Suite F6-487

Boca Raton, FL 33498

Phone: (561) 702-9230

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Deutsche Bank Trust Company Americas

1 Columbus Circle

New York, New York 10019

(212) 250-9100

 

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

 

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 Koninklijke KPN N.V. 200,000,000 $0.05 $10,000,000 $1,102.00

*Each unit represents one American Depositary Share.
**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 receipts evidencing American Depositary Shares.

 

 

 

 

 

 

 Explanatory Note

 

This Registration Statement on Form F-6 is being filed and the ADSs are being registered in order to accommodate the issuance of additional ADSs upon the deposit of ordinary shares of Koninklijke KPN N.V.

 

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.

 

 

 

 

PART I

INFORMATION REQUIRED IN PROSPECTUS

 

PROSPECTUS

 

The prospectus consists of the proposed form of American Depositary Receipt (also referred to as an "ADR"), included as Exhibit A to the Deposit Agreement filed as Exhibit (a)(2) 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 American Depositary

Receipt Filed Herewith as Prospectus

       
(1) Name and address of Depositary   Introductory paragraph and bottom of face of American Depositary Receipt
       
(2) Title of American Depositary Receipts and identity of deposited securities   Face of American Depositary Receipt, top center
       
  Terms of Deposit:    
         
  (i) Amount of deposited securities represented by one unit of American Depositary Shares   Face of American Depositary Receipt, upper right corner
         
  (ii) Procedure for voting, if any, the deposited securities   Paragraph (12)
         
  (iii) Collection and distribution of dividends   Paragraphs (4), (5), (7) and (10)
         
  (iv) Transmission of notices, reports and proxy soliciting material   Paragraphs (3), (8) and (12)
         
  (v) Sale or exercise of rights   Paragraphs (4), (5) and (10)
         
  (vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization   Paragraphs (4), (5), (10) and (13)
         
  (vii) Amendment, extension or termination of the Deposit Agreement   Paragraphs (16) and (17)
         
  (viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs   Paragraph (3)
         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Paragraphs (1), (2), (4), and (5)
         
  (x) Limitation upon the liability of the Depositary   Paragraph (14)
         
(3) Fees and Charges   Paragraph (7)
         
Item 2.          AVAILABLE INFORMATION    
         
Item Number and Caption  

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

         
(a) Statement that Koninklijke KPN N.V. publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (https://overons.kpn/en/the-company) or through an electronic information delivery system generally available to the public in its primary trading market.   Paragraph (8)

  

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1) Form of Second Amended and Restated Deposit Agreement, dated as of June 20, 2013, by and among Koninklijke KPN N.V., 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). – Previously filed as Exhibit (a) to the Registration Statement on Form F-6 (No. 333-189165) filed with the Securities and Exchange Commission on June 7, 2013 and incorporated herein by reference.
   
(a)(2) Form of American Depositary Receipt. Filed herewith as Exhibit (a)(2).
   
(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. – Filed herewith as Exhibit (e).
   
(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.

 

 

 

 

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 Koninklijke KPN N.V., Deutsche Bank Trust Company Americas, as depositary, and all holders from time to time of ADSs evidenced by ADRs 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 May 22, 2023.

 

 

Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing ADSs, each representing one ordinary share of Koninklijke KPN N.V.

 

Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
   
  By:

 /s/ Christopher Konopelko
    Name:  Christopher Konopelko
    Title:   Director
     
  By:  /s/ Michael Curran
    Name: Michael Curran
    Title:   Vice President

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Koninklijke KPN N.V. 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, on May 19, 2023.

 

 

  Koninklijke KPN N.V.
   
  By: /s/ Joost Frans Eduard Farwerck
  Name:  Joost Frans Eduard Farwerck
  Title: Chairman of the Board of Management and CEO

 

 

 

 

Know all persons by these presents that each person whose signature appears below constitutes and appoints Joost Frans Eduard Farwerck, his or her true lawful attorney-in-fact and agent with full and several power of substitution and resubstitution 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 and 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 attorney-in-fact and agent 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 attorney-in-fact and agent, or their 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 on Form F-6 has been signed by the following persons in the capacities indicated on May 19, 2023:

 

Signatures   Title
     
/s/ Joost Frans Eduard Farwerck   Chairman of the Board of Management
Joost Frans Eduard Farwerck   and Chief Executive Officer
     
     
/s/ Hans Christian Figee   Member of the Board of Management
Hans Christian Figee   and Chief Financial Officer
     
     
/s/ Marieke Willemine Magteld Snoep   Member of the Board of Management
Marieke Willemine Magteld Snoep    
     
     
/s/ Hilde Garssen   Member of the Board of Management
Hilde Garssen    

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Koninklijke KPN N.V., has signed this Registration Statement in Boca Raton, FL, on May 19, 2023.

 

  Authorized U.S. Representative
     
  By: /s/ Joan Gilpatrick
  Name:  J. Gilpatrick

 

 

 

 

INDEX TO EXHIBITS

 

 Exhibit Number

 

(a)(2) Form of American Depositary Receipt
 
(d) Opinion of Counsel
 
(e) Rule 466 Certification

 

 

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