Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
26 Mai 2022 - 11:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 26, 2022 |
Registration No. 333-219599 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
POST-EFFECTIVE AMENDMENT NO.
1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
_______________
CENTRAIS
ELÉTRICAS BRASILEIRAS S.A. - ELETROBRAS
(Exact name of issuer of deposited
securities as specified in its charter)
_______________
BRAZILIAN ELECTRIC POWER COMPANY
(Translation of issuer’s name
into English)
_______________
Federative Republic of Brazil
(Jurisdiction of incorporation or
organization of issuer)
______________________________
CITIBANK, N.A.
(Exact name of depositary as specified
in its charter)
_______________
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code,
and telephone number, including area code, of depositary’s principal executive offices)
_______________
CT Corporation System
111 Eighth Avenue (13th
floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code,
and telephone number, including area code, of agent for service)
______________________________
Copies to:
Jonathan Zonis, Esq. |
Herman H. Raspé, Esq. |
Clifford Chance US LLP |
Patterson Belknap Webb &Tyler LLP |
31 West 52nd Street |
1133 Avenue of the Americas |
New York, New York 10019 |
New York, New York 10036 |
(212) 878-3250 |
(212) 336-2301 |
______________________________
It is proposed that this filing become effective under Rule 466:
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☐ |
immediately upon filing.
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☐ |
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* |
Proposed
Maximum
Aggregate Offering
Price** |
Amount of
Registration Fee |
American Depositary Shares, each
representing one (1) preferred class B share, without par value, of Centrais Elétricas Brasileiras S.A. – Eletrobras
(the “Company”) |
N/A
|
N/A
|
N/A
|
N/A
|
| * | Each unit represents 100 American Depositary Shares. |
| ** | 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 Shares. |
The
Registrant hereby amends this Post-Effective Amendment No. 1 to 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 Post-Effective
Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of
1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
This Post-Effective Amendment No.
1 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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
Item Number and Caption |
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus |
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1. |
Name of Depositary and address of its principal executive office |
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Face of Receipt - Introductory Article. |
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2. |
Title of Receipts and identity of deposited securities |
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Face of Receipt - Top Center. |
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Terms of Deposit: |
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(i) |
The amount of deposited securities represented by one American Depositary Share (“ADSs”) |
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Face of Receipt - Upper right corner. |
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(ii) |
The procedure for voting, if any, the deposited securities |
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Reverse of Receipt - Paragraphs (16) and (17). |
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(iii) |
The collection and distribution of dividends |
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Reverse of Receipt - Paragraph (14). |
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(iv) |
The transmission of notices, reports and proxy soliciting material |
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Face of Receipt - Paragraph (13);
Reverse of Receipt - Paragraphs (16) and (17). |
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(v) |
The sale or exercise of rights |
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Reverse of Receipt – Paragraphs (14) and (16). |
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
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Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (14) and (18). |
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(vii) |
Amendment, extension or termination of the deposit agreement |
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Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions). |
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(viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs |
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Face of Receipt - Paragraph (13). |
Item Number and Caption |
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus |
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities |
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Face of Receipt – Paragraphs (2), (3), (4), (6), (8), (9) and (10).
Reverse of Receipt - Paragraph (24). |
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(x) |
Limitation upon the liability of the Depositary |
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Face of Receipt – Paragraphs (7) and (12);
Reverse of Receipt - Paragraphs (14), (15), (18), (19), (20) and (23). |
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3. |
Fees and charges, which may be imposed directly or indirectly on holders of ADSs |
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Face of Receipt – Paragraphs (8) and (11).
Reveres of Receipt - Paragraph (22). |
| Item 2. | AVAILABLE INFORMATION |
Centrais Elétricas
Brasileiras S.A. - Eletrobras is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934,
as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission
(the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and
can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
PROSPECTUS
The Prospectus consists of the
proposed form of American Depositary Receipt included as Exhibit A to the form of Amendment No. 1 to the Second Amended and Restated
Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is
incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
(a)(i) Form
of Amendment No. 1 to the Second Amended and Restated Deposit Agreement, by and among Centrais Elétricas Brasileiras S.A. - Eletrobras
(the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial
Owners of American Depositary Shares issued thereunder. — Filed herewith as Exhibit (a)(i).
(a)(ii)
Second Amended and Restated Deposit Agreement, dated as of August 18, 2017, by and among the Company, the Depositary, and all
Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). —
Filed herewith as Exhibit (a)(ii).
(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. — None.
(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. — None.
(d)
Opinion of counsel for the Depositary as to the legality of the securities to be registered. — Previously filed as exhibit (d) to Registration Statement on Form F-6 (Reg. No. 333-219599), filed with the Securities and Exchange Commission
on August 1, 2017, and incorporated herein by reference.
(e) Certificate
under Rule 466. — None.
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the
signature pages hereto.
| (a) | The Depositary undertakes to make available at the principal
office of the Depositary in the United States, for inspection by holders of 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 amount of fees charged is 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 (30) days before any change in the fee schedule. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by
the Second Amended and Restated Deposit Agreement, dated as of August 18, 2017, by and among Centrais Elétricas Brasileiras S.A.
- Eletrobras, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares 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 Post-Effective
Amendment No. 1 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 the 26th day of May, 2022.
|
Legal entity created by the
Second Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American
Depositary Share representing one (1) preferred class B share, without par value, of Centrais Elétricas Brasileiras S.A. - Eletrobras |
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CITIBANK, N.A., solely in its capacity as Depositary |
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By: |
/s/ Leslie DeLuca |
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Name: Leslie DeLuca |
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Title: Attorney-in-Fact |
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1933, as amended, Centrais Elétricas Brasileiras S.A. - Eletrobras 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 Post-Effective Amendment
No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Rio
de Janeiro, Brazil, on May 20, 2022.
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CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRAS |
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By: |
/s/ Rodrigo Limp Nascimento |
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Name: Rodrigo
Limp Nascimento |
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Title: Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Rodrigo Limp Nascimento
and Elvira Baracuhy Cavalcanti Presta as the undersigned’s true and lawful attorney-in-fact and agent, with the powers of substitution
and revocation, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in order to affect
the same as fully, to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6
has been signed by the following persons in the following capacities on May 20, 2022.
Signature |
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Title |
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/s/ Rodrigo Limp Nascimento |
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Chief Executive Officer and Director |
Rodrigo Limp Nascimento |
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/s/ Elvira Baracuhy Cavalcanti Presta |
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Chief Financial Officer and Chief Investor Relations Officer |
Elvira Baracuhy Cavalcanti Presta |
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/s/ Ruy Flaks Schneider |
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Chairman of the Board of Directors |
Ruy Flaks Schneider |
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/s/ Ana Carolina Tannuri Laferté Marinho |
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Director |
Ana Carolina Tannuri Laferté Marinho |
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Director |
Carlos Eduardo Rodrigues Pereira |
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/s/ Bruno Eustáquio Ferreira Castro de Carvalho |
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Director |
Bruno Eustáquio Ferreira Castro de Carvalho |
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Signature |
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Title |
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Director |
Marcelo de Siqueira Freitas |
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Director |
Daniel Alves Ferreira |
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/s/ Felipe Villela Dias |
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Director |
Felipe Villela Dias |
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/s/ Ana Silvia Corso Matte |
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Director |
Ana Silvia Corso Matte |
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Director |
Jerônimo Antunes |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America of
Centrais Elétricas Brasileiras S.A. - Eletrobras, has signed this Post-Effective Amendment No. 1 to Registration Statement on
Form F-6 in in Newark, Delaware on May 20, 2022.
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Authorized U.S. Representative
PUGLISI & ASSOCIATES |
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By: |
/s/ Donald J. Puglisi |
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Name: Donald
J. Puglisi |
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Title: Managing Director |
Index to Exhibits
Exhibit |
Document |
Sequentially
Numbered Page |
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(a)(i) |
Form of Amendment No. 1 to Second Amended and Restated Deposit Agreement |
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(a)(ii) |
Second Amended and Restated Deposit Agreement |
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