Securities Registration (ads, Immediate) (f-6ef)

 

 

 

As filed with the Securities and Exchange Commission on June 21, 2013

Registration No. 333-

_____________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For American Depositary Shares

of

 

ORKLA ASA

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

N/A

(Translation of issuer's name into English)

 

THE KINGDOM OF NORWAY

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

One Wall Street, New York, New York 10286

[phone]

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

_______________________

The Bank of New York Mellon

ADR Division

One Wall Street, 11th Floor

New York, New York 10286

[phone]

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

 

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

[phone]

It is proposed that this filing become effective under Rule 466

[X] 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 (1)	Amount of registration fee
American Depositary Shares, each American Depositary Share representing Ordinary Shares of Orkla ASA	25,000,000 American Depositary Shares	$5.00	$1,250,000	$170.50

1

For the purpose of this table only the term "unit" is defined as 100 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.

 

 

The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.

 

 

PART I

INFORMATION REQUIRED IN PROSPECTUS

 

Item -1.

Description of Securities to be Registered

 

Cross Reference Sheet

 

 

Item Number and Caption				Location in Form of Receipt Filed Herewith as Prospectus
1. Name and address of depositary				Introductory Article
2. Title of American Depositary Receipts and identity of deposited securities				Face of Receipt, top center
Terms of Deposit:
(i)   The amount of deposited securities represented by one unit of American Depositary Receipts				Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities				Articles number 15, 16 and 18
(iii)   The collection and distribution of dividends				Articles number 4, 12, 13, 15 and 18
(iv)  The transmission of notices, reports and proxy soliciting material				Articles number 11, 15, 16 and 18
(v)   The sale or exercise of rights				Articles number 13, 14, 15 and 18
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization				Articles number 12, 13, 15, 17 and 18
(vii)  Amendment, extension or termination of the deposit agreement				Article number 20 and 21
(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts				Article number 11
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities				Articles number 2, 3, 4, 5, 6, 8 and 22
(x)   Limitation upon the liability of the depositary				Articles number 14, 18 19 and 21
3. Fees and Charges				Articles 7 and 8
	Item - 2.	Available Information
		Public reports furnished by issuer		Article number 11

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3. Exhibits

a.	Form of Amended and Restated Deposit Agreement dated as of ____________, 2013, among Orkla ASA, The Bank of New York Mellon as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.	Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - 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. - See (a) above.
d.	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e.	Certification under Rule 466. - Filed herewith as Exhibit 5.

 

 

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 ADSs, 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 ADS thirty days before any change in the fee schedule.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 June 21, 2013.

 

Legal entity created by the agreement for the issuance of American Depositary Shares for Ordinary Shares of Orkla ASA.

By: The Bank of New York Mellon,

As Depositary

 

 

By: /s/ Robert W. Goad

Name: Robert W. Goad

Title: Managing Director

 

 

Pursuant to the requirements of the Securities Act of 1933, ORKLA ASA has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Oslo, Norway on June 21, 2013.

ORKLA ASA

 

By: /s/ Åge Korsvold

Name: Åge Korsvold

Title: CEO – ORKLA ASA

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 21, 2013.

 

/s/ Stein Erik Hagen		/s/ Stanley T. Stairs
Stein Erik Hagen		Stanley T. Stairs
Chairman		Authorized U.S. Representative
/s/ Peter A. Ruzicka		/s/ Terje Andersen
Peter A. Ruzicka		Terje Andersen
Director		Principal Accounting Officer
		/s/ Terje Andersen
Jesper Ovesen		Terje Andersen
Director		Principal Financial Officer
/s/ Barbara M. Thoralfsson		/s/ Åge Korsvold
Barbara M. Thoralfsson		Åge Korsvold
Director		Principal Executive Officer
/s/ Jo Lunder
Jo Lunder
Director
/s/ Grace Reksten Skaugen
Grace Reksten Skaugen
Director
Bjørg Ven
Director
/s/ Terje Utstrand
Terje Utstrand
Director
/s/ Gunn Liabø
Gunn Liabø
Director
/s/ Sverre Josvanger
Sverre Josvanger
Director

 

 

 

INDEX TO EXHIBITS

Exhibit

Number Exhibit

 

1	Form of Amended and Restated Deposit Agreement dated as of ___________, 2013, among Orkla ASA, The Bank of New York Mellon as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder.
4	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.
5	Certification under Rule 466.