Unassociated Document
As filed with the United States Securities and Exchange Commission on April 26, 2016   333- 203221
 
UNITED STATES
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
 
PHAROL , SGPS S.A.
(Exact name of issuer of deposited securities as specified in its charter)
 
N/A
(Translation of issuer’s name into English)
 
Portugal
(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)
 
Depositary Management Corporation
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-4800
(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

  x
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 One Ordinary Share of Pharol , SGPS S.A.
n/a
 
n/a
n/a
n/a
 
*
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.
 
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under  Registration Statement No. 333-186095
 
 
 
 
 
This Post-Effective Amendment 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
 
PROSPECTUS
 
The prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Amendment No. 2 to the Amended and Restated Deposit Agreement filed as Exhibit (a)( 3 ) to this Post-Effective Amendment to Registration Statement on Form F-6 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  
Face of Receipt, Top center
       
  Terms of Deposit:    
       
  (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
  
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 arrangements
  
Articles 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 4, 9, 14, 18, 19, 21 and 23
         
3. Fees and charges which may be imposed directly or indirectly against holders of Receipts  
Articles number 4, 7, 8 and 12
         
Item 2.
AVAILABLE INFORMATION
  
Article number 11
 
(a) As set forth in Article 11 of the Form of Receipt constituting the prospectus included herein, upon effectiveness of the termination of Pharol, SGPS S.A.’s reporting requirements under the Securities Exchange Act of 1934 Pharol, SGPS S.A. will publish information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934") on its Internet Web site (http://pharol.pt/en-us) or through an electronic information delivery system generally available to the public in its primary trading market.
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a)(1)
Form of Fourth Amended and Restated Deposit Agreement, dated as of      , 2013, by and among Pharol , SGPS S.A., Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Owners and holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder. – Previously filed as Exhibit (a) to Registration Statement No. 333-186095 and incorporated herein by reference.
 
(a)(2)
Form of Amendment to Fourth Amended and Restated Deposit Agreement, including the form of American Depositary Receipt.   Previously filed as Exhibit (a)(2 ) to Registration Statement No. 333-203221 and incorporated herein by reference.
 
(a)(3)
Form of Amendment No. 2 to Fourth Amended and Restated Deposit Agreement, including the form of American Depositary Receipt.  Filed herewith as Exhibit (a)(3).
 
(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. – Previously filed as Exhibit (d ) to Registration Statement No. 333-203221 and incorporated herein by reference.
 
(e)
Certification under Rule 466. – Filed herewith as Exhibit (e).
 
(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 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 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 Pharol , SGPS S.A., Deutsche Bank Trust Company Americas, as depositary, and all Owners and holders 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   Post-Effective Amendment 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 April 26, 2016.
 
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing One Ordinary Share of Pharol , SGPS S.A.
  
     
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
  
       
 
By:
/s/ James Kelly  
    Name: James Kelly  
    Title:   Vice President  
       
 
By:
 /s/ Michael Curran  
   
Name: Michael Curran
 
   
Title:   Vice President
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Pharol , SGPS S.A. has caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Lisbon, Portugal, on April 26, 2016.
 
 
Pharol, SGPS S.A.
  
       
 
By:
/s/  Luís Maria Viana Palha da Silva  
    Name: Luís Maria Viana Palha da Silva  
    Title:   Principal Executive Officer  
       
 
By:
/s/ Bernardo Amado  
   
Name: Bernardo Amado
 
   
Title:    Principal Financial Officer and
Principal Accounting Officer
 
POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Luís Maria Viana Palha da Silva his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorney full power to act, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorney may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or its substitute or substitutes, 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 to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on April 26, 2016.
 
SIGNATURES
 
Signature
  
Title
     
/s/ Luís Maria Viana Palha da Silva
 
Chairman of the Board of Directors
Luís Maria Viana Palha da Silva
 
(principal executive officer)
     
/s/ Bernardo Amado
 
Chief Financial Officer
Bernardo Amado
 
(principal financial officer and
   
 principal accounting officer)
     
   
Member of the Board of Directors
André Cardoso de Meneses Navarro
   
     
/s/ Francisco Ravara Cary
  
Member of the Board of Directors
Francisco Ravara Cary
    
     
/s/ João do Passo Vicente Ribeiro
 
Member of the Board of Directors
João do Passo Vicente Ribeiro
   
     
 
  
Member of the Board of Directors
João Manuel Pisco de Castro
   
     
/s/ Jorge Telmo Maria Freire Cardoso
  
Member of the Board of Directors
Jorge Telmo Maria Freire Cardoso
    
     
/s/ José Mauro Mettrau Carneiro da Cunha
 
Member of the Board of Directors
José Mauro Mettrau Carneiro da Cunha
   
     
/s/ Maria do Rosário Pinto Correia
 
Member of the Board of Directors
Maria do Rosário Pinto Correia
    
     
 
  
Member of the Board of Directors
Pedro Zañartu Gubert Morais Leitão
   
     
/s/ Rafael Luís Mora Funes
 
Member of the Board of Directors
Rafael Luís Mora Funes
    
     
/s/ Ricardo Malavazi Martins
 
Member of the Board of Directors
Ricardo Malavazi Martins
   
 
 
 
 
 
/s/George Boychuk
  
Authorized U.S. Representative
George Boychuk
Managing Director, Depositary Management Corporation
  
 
 
 
 
 
 
INDEX TO EXHIBITS
 
Exhibit Number
 
(a)( 3)
Form of Amendment No. 2 to Deposit Agreement
 
(e)
Rule 466 Certification