Securities Registration (ads, Delayed) (f-6)

 

As filed with the U.S. Securities and Exchange Commission on December 31, 2012

Registration No.  333-

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

 

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

Companhia de Transmissão de Energia Elétrica Paulista

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

n/a

(Translation of issuer's name into English)

Brazil

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401

Telephone [phone]

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

____________________

Depositary Management Corporation

570 Lexington Avenue, 44th Floor

New York, New York 10022

Telephone: [phone]

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

Copy to:

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, 44 th Floor New York, New York  10022 [phone]

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 (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one common share of Companhia de Transmissão de Energia Elétrica Paulista	50,000,000 American Depositary Shares	$0.05	$2,500,000	$341

(1)	Each unit represents one American Depositary Share.

(2)	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.

 

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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

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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 Registration Statement, which is incorporated herein by reference.

 

CROSS REFERENCE SHEET

 

Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED

 

				Location in Form of American Depositary
Item Number and Caption				Receipt Filed Herewith as Prospectus
(1)	Name and address of Depositary			Introductory paragraph and bottom of face of American Depositary Receipt
(2)	Title of American Depositary Receipts and identity of deposited securities			Face of American Depositary Receipt, top center
	Terms of Deposit:
	(i)	Amount of deposited securities represented by one unit of American Depositary Shares		Face of American Depositary Receipt, upper right corner
	(ii)	Procedure for voting, if any, the deposited securities		Paragraph (12)
	(iii)	Collection and distribution of dividends		Paragraphs (4), (5), (7) and (10)
	(iv)	Transmission of notices, reports and proxy soliciting material		Paragraphs (3), (8) and (12)
	(v)	Sale or exercise of rights		Paragraphs (4), (5) and (10)
	(vi)	Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (4), (5), (10) and (13)
	(vii)	Amendment, extension or termination of the Deposit Agreement		Paragraphs (16) and (17)
	(viii)	Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs		Paragraph (3)
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Paragraphs (1), (2), (4), and (5)
	(x)	Limitation upon the liability of the Depositary		Paragraph (14)
(3)	Fees and Charges			Paragraph (7)

 

 

 

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Item 2.  AVAILABLE INFORMATION

 

			Location in Form of American Depositary
Item Number and Caption			Receipt Filed Herewith as Prospectus
(a)	Statement that Companhia de Transmissão de Energia Elétrica Paulista publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.   www.cteep.com.br/) or through an electronic information delivery system generally available to the public in its primary trading market.		Paragraph (8)

 

 

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3.  EXHIBITS

 

(a)

Form of Deposit Agreement . Form of  Amended and Restated Deposit Agreement dated as of           , 2013 among   Companhia de Transmissão de Energia Elétrica Paulista, 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).

 

(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 issuer of the deposited securities in effect at any time within the last three years .  Not Applicable.

 

(d)

Opinion of Ziegler, Ziegler & Associates LLP, 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.

 

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 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on December 31, 2012.

 

	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/ Gregory A. Levendis
	Name:	Gregory A. Levendis
	Title:	Vice President

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933,   Companhia de Transmissão de Energia Elétrica Paulista 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, on December 31, 2012.

 

	Companhia de Transmissão de Energia Elétrica Paulista
	By:	/s/ César Augusto Ramírez Rojas
	Name:	César Augusto Ramírez Rojas
	Title:	Chief Executive Officer

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints César Augusto Ramírez Rojas 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, 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 attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on December 31, 2012, in the capacities indicated.

 

 

 

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SIGNATURES

Signature		Title
/s/ Luis Fernando Alarcón Mantilla		Chairman of the Board of Directors
Luis Fernando Alarcón Mantilla
/s/ Fernando Augusto Rojas Pinto		Vice Chairman of the Board of Directors
Fernando Augusto Rojas Pinto
/s/ César Augusto Ramírez Rojas		Chief Executive Officer and Acting Chief Financial Officer
César Augusto Ramírez Rojas
/s/ Fernando Maida Dall´Acqua		Member of the Board of Directors
Fernando Maida Dall´Acqua
/s/ Isaac Yanovich Farbaiarz		Member of the Board of Directors
Isaac Yanovich Farbaiarz
/s/ Juan Ricardo Ortega López		Member of the Board of Directors
Juan Ricardo Ortega López
/s/ Julián Dário Cadavid Velásquez		Member of the Board of Directors
Julián Dário Cadavid Velásquez
/s/ Luisa Fernanda Lafaurie Rivera		Member of the Board of Directors
Luisa Fernanda Lafaurie Rivera
/s/ Sinval Zaidan Gama		Member of the Board of Directors
Sinval Zaidan Gama
/s/ Valdivino Ferreira dos Anjos		Member of the Board of Directors
Valdivino Ferreira dos Anjos

 

 

 

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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 Companhia de Transmissão de Energia Elétrica Paulista, has signed this Registration Statement in New York, New York, on December 31, 2012.

 

	Authorized U.S. Representative
	By:	/s/ George Boychuk
	Name:	George Boychuk on behalf of
	Depositary Management Corporation
	Title:	Managing Director

 

 

 

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INDEX TO EXHIBITS

Exhibit Number
(a)		Form of Deposit Agreement.
(d)		Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.