Magyar Telekom Távközlési Nyilvánosan Müködö Részvénytársaság (MYTAY)
Filed: 7 Jun 21, 5:15pm
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 |