Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
30 Agosto 2021 - 5:31AM
Edgar (US Regulatory)
As filed with the
U.S. Securities and Exchange Commission on August 30, 2021
Registration
No. 333-171999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
Banco de Chile
(Exact name of issuer of deposited securities
as specified in its charter)
Bank of Chile
(Translation of issuer's name into English)
Chile
(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)
____________________
Corporation Services Company
1180 Avenue of the Americas, Suite 210
New York, New York 10036
Telephone: 800-927-9801 Ext. 2052
(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, Suite 2405
New York, New York 10022
(212) 319-7600
|
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 200 shares of common stock of Banco de Chile
|
n/a
|
n/a
|
n/a
|
n/a
|
|
(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. 333-14128. This Registration
Statement constitutes Post-Effective Amendment No. 2 to Registration No. 333-14128.
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 Amendment No. 3 to Deposit Agreement filed as Exhibit (a)(4) to this Post-Effective Amendment to 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
|
|
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)
|
Item
2. AVAILABLE INFORMATION
Item Number and Caption
|
|
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
|
|
|
|
|
|
(b)
|
Statement that Banco de Chile 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 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)(1)
|
Deposit Agreement. Deposit Agreement
dated as of November 27, 2001 among Banco de Chile, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders
from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as an exhibit to Form F-6 file number
333-14128 and incorporated herein by reference.
|
|
(a)(2)
|
Form of Amendment to Deposit Agreement. Form of Amendment to Deposit Agreement,
dated as of February 1, 2011. Previously filed as an exhibit to Form F-6 file number 333-171999 and
incorporated herein by reference
|
|
(a)(3)
|
Form
of Amendment No. 2 to Deposit Agreement. Form of Amendment No. 2 to Deposit Agreement,
dated as of ,
2018. Previously filed as an exhibit to Post-Effective Amendment No. 1 to Form F-6 file number
333-171999 and incorporated herein by reference.
|
|
(a)(4)
|
Form
of Amendment No. 3 to Deposit Agreement. Form of Amendment No. 3 to Deposit Agreement,
dated as of ,
2021, including the form of American Depositary Receipt,
is filed herewith as Exhibit (a)(4).
|
|
(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. Previously filed.
|
|
(e)
|
Certification under Rule 466. Filed
herewith as Exhibit (e).
|
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 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 August 30, 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, Banco de Chile 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, on August 30, 2021.
|
Banco de Chile
|
|
|
|
|
By:
|
/s/ Eduardo Ebensperger Orrego
|
|
Name:
|
Eduardo Ebensperger Orrego
|
|
Title:
|
Chief Executive Officer
|
POWERS
OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Eduardo Ebensperger Orrego and Rolando Arias S., and
each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and
in his 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 attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Under the requirements of the Securities Act,
this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on August 30, 2021, in the
capacities indicated.
SIGNATURES
Signature
|
|
Title
|
|
|
|
/s/ Eduardo Ebensperger Orrego
|
|
Chief Executive Officer
|
Eduardo Ebensperger O.
|
|
|
|
|
|
/s/ Rolando Arias S.
|
|
Chief Financial Officer
|
Rolando Arias S.
|
|
|
|
|
|
/s/ Pablo Granifo L
|
|
Chairman of the Board of Directors
|
Pablo Granifo L.
|
|
|
|
|
|
|
|
Vice Chairman of the Board of Directors
|
Andronico Luksic C.
|
|
|
|
|
|
|
|
Vice Chairman of the Board of Directors
|
Julio Figueroa
|
|
|
|
|
|
/s/ Héctor Hernández G.
|
|
Principal Accounting Officer
|
Héctor Hernández G.
|
|
|
|
|
|
/s/ Raul Anaya E.
|
|
Director
|
Raul Anaya E.
|
|
|
|
|
|
|
|
Director
|
Jean Paul Luksic F.
|
|
|
|
|
|
|
|
Director
|
Samuel Libnic
|
|
|
|
|
|
/s/ Francisco Pérez M.
|
|
Director
|
Francisco Pérez M.
|
|
|
|
|
|
/s/ Jaime Estévez V.
|
|
Director
|
Jaime Estévez V.
|
|
|
|
|
|
/s/ Alfredo Ergas S.
|
|
Director
|
Alfredo Ergas S.
|
|
|
|
|
|
/s/ Andrés Ergas H.
|
|
Director
|
Andrés Ergas H.
|
|
|
|
|
|
/s/ Hernán Büchi B.
|
|
Director
|
Hernán Büchi B.
|
|
|
SIGNATURES
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 Banco de Chile, has signed this Post-Effective Amendment
to Registration Statement on Form F-6 in Newark, Delaware, on August 30, 2021.
|
Authorized U.S. Representative
|
|
|
|
|
By:
|
/s/ Donald J. Puglisi
|
|
|
Name: Donald J. Puglisi
|
INDEX
TO EXHIBITS
Exhibit
Number
|
|
|
|
(a)(4)
|
Form
of Amendment No. 3 to Deposit Agreement.
|
|
|
(e)
|
Rule 466 certification.
|
Banco de Chile (NYSE:BCH)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Banco de Chile (NYSE:BCH)
Gráfica de Acción Histórica
De May 2023 a May 2024