333-10364

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 4 TO

FORM F-6

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

For American Depositary Shares Evidenced by American Depositary Receipts

_________________________

 

MAGYAR TELEKOM TÁVKÖZLÉSI NYILVÁNOSAN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG

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

 

MAGYAR TELEKOM TELECOMMUNICATIONS PUBLIC LIMITED COMPANY

(Translation of issuer's name into English)

_________________________

 

The Republic of Hungary

(Jurisdiction of Incorporation or organization of Issuer)

______________________

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11, New York, New York 10179

Telephone (800) 990-1135

(Address, including zip code, and telephone number of depositary's principal offices)

______________________

 

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 590-9338

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

______________________

 

Copy to:

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP

570 Lexington Avenue, Suite 2405

New York, New York 10022

(212) 319-7600

 

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. ☐

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of

Securities to be registered

 

Amount

to be

registered

Proposed

maximum aggregate price

per unit (1)

Proposed

maximum

aggregate offering

price (2)

Amount of

registration fee

American Depositary Shares  evidenced by American Depositary Receipts, each American Depositary Share representing 5 registered shares, nominal value HUF 100 each of Magyar Telekom Távközlési Nyilvánosan Működő Részvénytársaság n/a n/a n/a n/a

 

Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-7728.

 

 

This Post-Effective Amendment to Registration Statement on Form F-6 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.

 

The Prospectus consists of the form of American Depositary Receipt ("ADR") included as Exhibit A to the form of Third Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.

 

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CROSS REFERENCE SHEET

 

        Location in Form of ADR
Item Number and Caption   Filed Herewith as Prospectus
         
1. Name of depositary and address of its principal executive office   Face, introductory paragraph and final sentence on face.
         
2. Title of ADR and identity of deposited securities   Face, top center and introductory paragraph
         
  Terms of Deposit    
         
  (i) The amount of deposited securities represented byone unit of ADRs   Face, upper right corner and introductory paragraph
         
  (ii) The procedure for voting, if any, the deposited securities   Reverse, paragraph (12)
                 
  (iii) The collection and distribution of dividends   Face, paragraphs (4), (5) and (7); Reverse, paragraph (10)
         
  (iv) The transmission of notices, reports and proxy soliciting material   Face, paragraphs (3) and (8); Reverse, paragraph (12)
         
  (v) The sale or exercise of rights   Face, paragraphs (4) and (5); Reverse, paragraph (10)
                 
  (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization   Face, paragraphs (4) and (5); Reverse, paragraphs (10) and and (13)
         
  (vii) Amendment, extension or termination of the deposit agreement   Reverse, paragraphs (16) and (17) (no provision for extension)

 

 

        Location in Form of ADR
Item Number and Caption   Filed Herewith as Prospectus
         
   (viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the lists of holders of ADRs   Face, paragraph (3)
                 
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Face, paragraphs (1), (2), (4) and (5)
         
  (x) Limitation upon the liability of the Depositary and/or the Company   Reverse, paragraph (14)
         
3. Description of all fees and charges which may be imposed directly or indirectly against the holders of ADRs   Face, paragraph (7)
         

 

Item 2. AVAILABLE INFORMATION

 

      Location in Form of ADR
Item Number and Caption   Filed Herewith as Prospectus
         
  2(a) Statement that Magyar Telekom Távközlési Nyilvánosan Működő Részvénytársaság 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 (the "Securities Exchange Act of 1934") on its Internet Web site (http://www.telekom.hu/about_us/investor_relations) or through an electronic information delivery system generally available to the public in its primary trading market.   Face, paragraph (8)

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)          Form of Third Amended and Restated Deposit Agreement dated as of               , 2021 among Magyar Telekom Távközlési Nyilvánosan Működő Részvénytársaság, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts issued thereunder, including the form of American Depositary Receipt (the "Deposit Agreement"). Filed herewith as Exhibit (a).

 

(b)          Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None.

 

(c)          Any 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 counsel to the Depositary as to the legality of the securities to be registered. Previously filed.

 

(e)          Certification under Rule 466. – Filed herewith as Exhibit (e).

 

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) 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 a Receipt thirty days before any change in the fee schedule.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment 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 June 7, 2021.

 

  Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
     
  By: JPMORGAN CHASE BANK, N.A., as Depositary
     
  By: /s/ Timothy E. Green
  Name: Timothy E. Green
  Title: Vice President

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized in Budapest, Hungary, on June 7, 2021.

 

 

Magyar Telekom Plc.

(Registrant)

     
  By: /s/ Tibor Rékasi
  Name: Tibor Rékasi
  Title: Chief Executive Officer
     
  By: /s/ Daria Dodonova
  Name: Daria Dodonova
  Title: Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on June 7, 2021.

 

Name   Title
     
/s/ Dr. Robert Hauber   Chairman of the Board of Directors
Dr. Robert Hauber    
     
/s/ Tibor Rékasi   Chief Executive Officer and Director
Tibor Rékasi    
     
/s/ Daria Dodonova   Chief Financial Officer and Director
Daria Dodonova    
     
/s/ Éva Somorjai-Tamássy   Director
Éva Somorjai-Tamássy    
     
/s/ Frank Odzuck   Director
Frank Odzuck    
     
/s/ Péter Ratatics   Director
Péter Ratatics    
     
    Director
Ralf Nejedl    

 

 

/s/ Gábor Fekete   Director
Gábor Fekete    
     
     
/s /Donald J. Puglisi   Authorized Representative in the United States

Puglisi & Associates

Donald J. Puglisi

Managing Director

   

 

 

 

INDEX TO EXHIBITS

 

Exhibit

Number 

   
(a)   Form of Third Amended and Restated Deposit Agreement.
(e)   Rule 466 Certification
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