Unassociated Document
 
As filed with the Securities and Exchange Commission on             , 2006
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
 
EDP-ENERGIAS DE PORTUGAL, S.A.
 
(Exact name of issuer of deposited securities as specified in its charter)
 
EDP-Energies of Portugal
(Translation of issuer’s name into English)
 
Portuguese Republic
(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
(212) 250-9100
 
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
Puglisi & Associates
850 Library Avenue Suite 204
Newark, Delaware 19711
(302) 738-6680

 
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100

 
It is proposed that this filing become effective under Rule 466:
o immediately upon filing.
 
o on (Date) at (Time)

 
If a separate registration statement has been filed to register the deposited shares, check the following box: o
 

 
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 ten Ordinary Shares of EDP-Energias de Portugal, S.A.
100,000,000
$0.05
$5,000,000
$535
*
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.
***
Registration Fees paid in connection with the initial registration of American Depositary Shares on Registration Statement No. 333-42030.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 
 
 
 
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, included as Exhibit A to the Supplemental Agreement to the Deposit Agreement filed as Exhibit (a) 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 (“Receipt”)
Filed Herewith as Prospectus
1.        Name of depositary and address of its principal executive office
  
Face of Receipt, Introductory article and bottom center
2.        Title of Receipts and identity of deposited securities 
 
Terms of Deposit:
  
Face of Receipt, Top center
(i) The amount of deposited securities represented by one American
 Depositary Share
  
Face of Receipt, Upper right corner
(ii)  The procedure for voting, if any, the deposited securities
  
Paragraphs (15) and (16)
(iii) The collection and distribution of dividends
  
Paragraphs (7), (10), (11), (14) and (15)
(iv) The transmission of notices, reports and proxy soliciting material
  
Paragraphs (5), (11), (13), (15) and (16)
(v)   The sale or exercise of rights
  
Paragraphs (6), (7), (9), (14) and (15)
(vi) The deposit or sale of securities resulting from dividends, splits or
plans of reorganization
  
Paragraphs (7), (9), (14) and (17)
(vii) Amendment, extension or termin-ation of the deposit arrangements
  
Paragraphs (21) and (22) (no provision for extensions)
(viii) Rights of holders of Receipts to inspect the transfer books of the
 depositary and the list of holders of Receipts
  
Paragraph (13)
(ix)   Restrictions upon the right to deposit or withdraw the underlying
securities
  
Paragraphs (2), (3), (5), (5), (6) and (8)

 

 
 
 


 
(x) Limitation upon the liability of the depositary
  
Paragraphs (18) and (19)
3.         Fees and charges which may be imposed directly or indirectly against
holders of Receipts
  
Paragraphs (7) and (10)

 
Item 2.  AVAILABLE INFORMATION
  
Paragraph (13)
 
(b) Statement that the foreign private issuer is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended and, accordingly, files reports with the Securities and Exchange Commission (the “Commission”). These reports and documents can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.

 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
(a)
Amended and Restated Deposit Agreement, dated as of , 2006, by and among EDP-Energias de Portugal, S.A., Deutsche Bank Trust Company Americas, as successor depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). - Filed herewith as Exhibit (a).
 
(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. - Not Applicable.
 
(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 disclosed in the prospectus, the Depositary under-takes 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 under-takes 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 EDP-Energias de Portugal, S.A., Deutsche Bank Trust Company Americas, as successor depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts 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 September 13, 2006.
 

 
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing ten Ordinary Shares, each of EDP-Energias de Portugal, S.A.
 
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
   
 
By: /s/Clare Benson
 
Name: Clare Benson
 
Title: Vice President
   
   
   
 
By: /s/Jane Taylor
 
Name: Jane Taylor 
Title: Vice President


 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, EDP-Energias de Portugal, S.A. 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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lisboa, Portugal, on September 12, 2006.
 
 
EDP-Energias de Portugal, S.A.
   
 
By: /s/Mr. António Luís Guerra Nunes Mexia 
 
Name: Mr. António Luís Guerra Nunes Mexia
 
Title: Chief Executive Officer and Executive Director

Know all persons by these present that each officer or director whose signature appears below constitutes and appoints each of the directors named below, jointly and severally, his or her true lawful attorneys-in-fact and agents with full and several power of substitution 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, supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act 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 attorneys-in-fact and agents 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 attorneys-in-fact and agents, 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, this registration statement or amendment has been signed by the following persons in the capacities indicated on September 12, 2006.
 

 
Signatures
  
Capacity
     
     
/s/Mr. António Luís Guerra Nunes Mexia
  
Chief Executive Officer and
Mr. António Luís Guerra Nunes Mexia
  
Executive Director
     
     
/s/Mrs. Ana Maria Machado Fernandes
  
Executive Director
Mrs. Ana Maria Machado Fernandes
    

 
 
 


 
     
     
/s/Mr. António Martins da Costa
  
Executive Director
Mr. António Martins da Costa
    
     
     
     
/s/Mr. António Manuel Barreto Pita de Abreu
  
Executive Director
Mr. António Manuel Barreto Pita de Abreu
    
     
     
     
 
  
Executive Director
Mr. João Manuel Manso Neto
    
     
     
     
/s/Mr. Jorge Manuel Pragana da Cruz Morais
  
Executive Director
Mr. Jorge Manuel Pragana da Cruz Morais
    
     
     
     
/s/Mr. Nuno Maria Pestana de Almeida Alves
  
Chief Financial Officer
Mr. Nuno Maria Pestana de Almeida Alves
    
     
     
     
/s/Donald J. Puglisi
  
Authorized Representative in the United
Donald J. Puglisi
  
States




 

 

 

 
 
 

INDEX TO EXHIBITS
 
 
Exhibit Number
 
(a) Form of Deposit Agreement
 
(d) Opinion of counsel to the Depositary