Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
28 Mars 2018 - 11:25PM
Edgar (US Regulatory)
As filed
with the U.S. Securities and Exchange Commission on March 28, 2018
Registration
No. 333-113288
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
YARA INTERNATIONAL
ASA
(Exact name of issuer of deposited securities
as specified in its charter)
Not applicable
(Translation of issuer's name into English)
The Kingdom of Norway
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified
in its charter)
4 New York Plaza, Floor 12, New York,
New York 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
General Counsel
Yara North America, Inc.
100 N. Tampa Street, Suite 3200
Tampa, Florida 33602
(813) 222-5700
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
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Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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It is proposed that this filing become
effective under Rule 466
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☒
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immediately
upon filing
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☐
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on
(Date) at (Time)
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If a separate registration statement has
been filed to register the deposited shares, check the following box. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
Securities to be registered
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Amount
to be registered
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Proposed maximum aggregate price per unit
(1)
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Proposed maximum
aggregate offering price
(2)
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Amount of
registration fee
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American
Depositary Shares evidenced by American Depositary Receipts, each American Depositary
Share representing one-half of one Share
of
Yara International ASA
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N/A
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N/A
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N/A
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N/A
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(1)
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Each unit represents one American Depositary Share.
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(2)
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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
American Depositary Receipts evidencing American Depositary Shares.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus
consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”)
included as Exhibit A to the 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.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
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Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory
paragraph and bottom of face of American Depositary Receipt
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure
for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission
of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale
or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit
or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment,
extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation
upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item 2. AVAILABLE INFORMATION
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Item Number and Caption
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Location in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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Public
reports furnished by issuer
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Paragraph (8)
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
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(a)
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Form
of Deposit Agreement
. Form of Amended and Restated Deposit Agreement dated as of ,
2018 among Yara International ASA, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"),
including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).
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(b)
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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
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Not Applicable.
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(c)
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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
. Not Applicable.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality
of the securities being registered
. Previously filed.
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(e)
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Certification
under Rule 466.
Filed herewith as Exhibit (e).
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(f)
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Power of Attorney.
Included as part of the signature pages hereto.
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Item 4. UNDERTAKINGS
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(a)
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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.
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(b)
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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 thirty days before any change in the fee schedule.
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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 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 March 28, 2018.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Joseph M. Leinhauser
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Name:
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Joseph M. Leinhauser
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Title:
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Executive Director
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Yara International ASA 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 Post-Effective Amendment to Registration Statement
on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Oslo, Norway, on March 28, 2018.
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YARA INTERNATIONAL ASA
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By:
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/s/
Svein Tore Holsether
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Name: Svein
Tore Holsether
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Title: Chief
Executive Officer
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KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Svein Tore Holsether and
Petter Østbø, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements
pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under
the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6
has been signed by the following persons in the capacities indicated on March 28, 2018.
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Name
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Title
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/s/
Leif Teksum
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Chairman of
the Board of Directors
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Leif
Teksum
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/s/
Svein Tore Holsether
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President and
Chief Executive Officer
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Svein Tore
Holsether
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/s/
Petter Østbø
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Chief Financial
Officer
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Petter Østbø
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/s/
Alf Lundteigen
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Chief Accounting
Officer
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Alf Lundteigen
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/s/
Maria Moræus Hanssen
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Vice Chair
of the Board of Directors
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Maria Moræus
Hanssen
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/s/
Hilde Bakken
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Director
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Hilde Bakken
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/s/
Geir Isaksen
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Director
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Geir Isaksen
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/s/
John Thuestad
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Director
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John Thuestad
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/s/
Kjersti Aass
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Director
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Kjersti Aass
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/s/
Rune Bratteberg
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Director
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Rune
Bratteberg
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/s/
Geir O. Sundbø
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Director
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Geir
O. Sundbø
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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 Yara International
ASA has signed this Registration Statement in Tampa, Florida, on March 28, 2018.
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Authorized
U.S. Representative
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By:
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/s/ Alf William
Tangvald
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Name: Alf
William Tangvald
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INDEX TO EXHIBITS
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Exhibit
Number
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(a)
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Form of Amended
and Restated Deposit Agreement.
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(e)
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Rule 466 Certification
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