F-6 1 jpm-f6_043020.htm REGISTRATION STATEMENT FOR AMERICAN DEPOSITARY RECEIPTS

 

As filed with the United States Securities and Exchange Commission on April 30, 2021

 

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

 

 

 

TELECOM ARGENTINA S.A. 

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

 

Not applicable 

(Translation of issuer’s name into English)

 

Republic of Argentina 

(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, 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: 

JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11 

New York, NY 10179

Telephone: +1-800-990-1135 

Scott R. Saks, Esq. 

Troutman Pepper Hamilton Sanders LLP

875 Third Avenue

New York, NY 10022

Telephone: +1-212-808-2734

 

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 five class B shares of common stock of Telecom Argentina S.A. 100,000,000 $0.05 $5,000,000 $545.50
(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.

 

Pursuant to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under Form F-6 Registration Statement No. 333-201061. This Registration Statement also constitutes Post-Effective Amendment No. 1 to Registration No. 333-201061.

 

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.

 

 

 

 

 

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 on Form F-6, which is incorporated herein by reference.

 

CROSS REFERENCE SHEET

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption  

 

Location in Form of American Depositary 

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   Paragraphs (6), (11) and (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), (11) 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 (3), (4), (5), (10) and (13)
(vii)    Amendment, extension or termination of the Deposit Agreement   Paragraphs (15), (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), (5) and (6)
(x)     Limitation upon the liability of the Depositary   Paragraph (14)
(3) Fees and Charges   Paragraph (7)

 

 

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption  

 

Location in Form of American Depositary  

Receipt Filed Herewith as Prospectus

     
(b)        Statement that Telecom Argentina S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.     Paragraph (8)

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)Form of Deposit Agreement. Form Amended and Restated Deposit Agreement among Telecom Argentina S.A., 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 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 issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

 

(d)Opinion of Troutman Pepper Hamilton Sanders 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.

 

(f)Power of Attorney for certain officers and directors of the Registrant. Included as part of 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 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.

 

 

 

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 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 April 28, 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/ Lisa M. Hayes
    Name: Lisa M. Hayes
    Title: Vice President

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Telecom Argentina 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Argentina, on April 28, 2021.

 

  TELECOM ARGENTINA S.A.
     
  By: /s/ Roberto D. Nobile
    Name: Roberto D. Nobile
    Title: Chief Executive Officer

 

 

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Roberto D. Nobile and Gabriel P. Blasi as attorneys-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of American depositary shares representing common shares of the registrant (the “ADSs”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such ADSs, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

 

Under the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons on April 28, 2021, in the capacities indicated.

 

SIGNATURES

 

Signature   Title
     
/s/ Carlos Alberto Moltini    
Carlos Alberto Moltini   Chairman
     
/s/Mariano Marcelo Ibáñez    
Mariano Marcelo Ibáñez   Vice Chairman
     
/s/ Roberto D. Nobile    
Roberto D. Nobile   Chief Executive Officer
     
/s/ Gabriel P. Blasi    
Gabriel P. Blasi   Chief Financial Officer
     
/s/ Alejandro Alberto Urricelqui    
Alejandro Alberto Urricelqui   Director
     
/s/ Sebastián Bardengo    
Sebastián Bardengo   Director
     
/s/ Damián Fabio Cassino    
Damián Fabio Cassino   Director
     
     
Carlos Alejandro Harrison   Director
     
     
Martín Héctor D’Ambrosio   Director
     
    Director
Germán Horacio Vidal    
     
    Director
Luca Luciani    
     
/s/ Baruki Luis Alberto González    
Baruki Luis Alberto González    
     
    Director
Eduardo Enrique de Pedro    

  

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the requirements of the United States Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Telecom Argentina S.A., has signed this Registration Statement on Form F-6 in Newark, Delaware, on April 30, 2021.

 

  Authorized U.S. Representative
     
  By: /s/ Donald J. Puglisi
    Name: Donald J. Puglisi
    Title: Managing Director

 

 

INDEX TO EXHIBITS

 

Exhibit
Number
     

(a) 

 

 

Form Amended and Restated Deposit Agreement among Telecom Argentina S.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder, including the form of American Depositary Receipt attached as Exhibit A thereto.  

 
(d)   Opinion of Troutman Pepper Hamilton Sanders LLP, counsel to the Depositary, as to the legality of the securities being registered.