Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
30 September 2017 - 1:32AM
Edgar (US Regulatory)
333-185177
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE AMENDMENT TO FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced
by American Depositary Receipts
__________________________
ProSiebenSat.1
Media SE
(Exact name of Issuer of deposited securities
as specified in its charter)
Germany
(Jurisdiction of Incorporation or organization
of Issuer)
__________________________
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in
its charter)
60 Wall Street, New York, New York 10005
Tel. No.: (212) 250-9100
(Address, including zip code, and telephone
number of depositary's principal offices)
__________________________
DEUTSCHE BANK TRUST
COMPANY AMERICAS
60 Wall Street
New
York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone
number of agent for service)
__________________________
Copy to:
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New
York, New York 10005
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 ___at ___ a.m. (EST)
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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
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 evidenced by American Depositary
Receipts, each American Depositary Share representing one-fourth of one ordinary share of ProSiebenSat.1 Media SE
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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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This Post-Effective Amendment is being
filed to amend and restate the Agreement between Deutsche Bank Trust Company Americas, as depositary (the "Depositary")
and all holders from time to time of American Depositary Receipts evidencing American Depositary Shares that is contained in the
form of the American Depositary Receipt itself (constituting the Prospectus). The existing Prospectus is being replaced in its
entirety by the Prospectus filed with this Post-Effective Amendment and the amended and restated terms thereof are applicable to
all currently outstanding and hereafter issued American Depositary Shares.
PART I
INFORMATION REQUIRED IN
PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
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Required Information
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Location in Form of Receipt Filed Herewith as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt – introductory paragraph
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2.
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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)
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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)
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The procedure for voting the deposited securities
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Reverse of Receipt – Articles 11 and 13
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 12 and 18
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Reverse of Receipt – Articles 11 and 15
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(v)
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The sale
or exercise of rights
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Reverse of Receipt – Articles 12 and 13
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(vi)
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The deposit
or sale of securities resulting from dividends, splits or plans of reorganization
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Reverse of Receipt – Articles 12 and 15
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(vii)
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Amendment,
extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 17 and 18 (no provision for extension)
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(viii)
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The rights
of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 3
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(ix)
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Restrictions
upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Article 1, 2, 4 and 6;
Reverse of Receipt – Articles 14, 15 and 18
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(x)
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Limitation
on the depositary’s liability
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Face of Receipt – Article 1, 2, 4 and 7;
Reverse of Receipt – Articles 11, 12, 14, 15,
16, 18 and 21
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Reverse of Receipt – Article 19
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Item 2. AVAILABLE INFORMATION
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Required Information
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Location in Form of Receipt Filed Herewith as Prospectus
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(b)
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Statement that as of the date of the establishment of the program for issuance of Receipts by the Depositary, the Depositary has a good faith belief (after limited investigation), that the issuer of the Deposited Securities publishes information in English required to maintain the exemption from registration under Rules 12g3-2(b) under the Securities Exchange Act of 1934 on its internet website or through an electronic information delivery system generally available to the public in its primary trading market.
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Face of Receipt – Article 8
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Prospectus
THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY
RECEIPT ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS, IN ACCORDANCE
WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy
of Agreement - The Agreement between the Depositary and all holders from time to time of American Depositary Receipts evidencing
American Depositary Shares registered hereunder is contained in the form of the American Depositary Receipt itself, constituting
the Prospectus filed as a part of this Registration Statement.
(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.
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 amount of
fees charged is 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, Deutsche Bank Trust Company Americas, on behalf of the legal entity created
by the agreement for the issuance of American Depositary Shares, 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 September 18, 2017.
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Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American
Depositary Shares for shares of the foreign private issuer whose name is set forth on the facing page of this Registration Statement
on Form F-6
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By:
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DEUTSCHE BANK TRUST COMPANY AMERICAS, Depositary
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By:
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/s/ Michael Curran
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Name:
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Michael Curran
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Title:
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Vice President
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By:
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/s/ Michael Fitzpatrick
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Name:
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Michael Fitzpatrick
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Title:
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Vice President
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INDEX TO EXHIBITS
Exhibit
Number
(a) Form of ADR
(e) Rule 466 Certification
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