As filed with the Securities and Exchange Commission on March 10, 2005
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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 EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
ICICI BANK LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
Not Applicable
(Translation of issuer's name into English)
Republic of India
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly Bankers Trust Company
(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)
Mr. Madhav Kalyan
Joint General Manager, ICICI Bank
New York Representative Office
500 Fifth Avenue, Suite 2830
New York, NY 10110
(646) 827-8448
(Address, including zip code, and telephone number, including area code, of
agent for service)
Copies to:
Francis Fitzherbert-Brockholes, Esq. Margaret E. Tahyar, Esq.
White & Case Davis Polk & Wardwell
5 Old Broad Street 15 avenue Matignon
London EC2N 1DW 75008 Paris
+44-20-7532-1000 +33-1-5659-3600
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
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Aggregate Price Per Aggregate Offering Registration Fee
Unit* Price**
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American Depositary Shares evidenced by 150,000,000 $0.05 $7,500,000 $950.25
American Depositary Receipts, each ADSs
American Depositary Share representing
2 shares, Rs. 10 par value, of ICICI
Bank Limited (the "shares")
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* 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.
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This Registration Statement 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.
2
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
("Receipt" or "American Depositary Receipt") included as Exhibit A to the
Deposit Agreement filed as Exhibit (a) to this Registration Statement, which
form of American Depositary Receipt is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Cross Reference
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
1. Name of depositary and address of its principal Face of Receipt, Introductory Article
executive office
2. Title of American Depositary Receipts and identity of Face of Receipt, Introductory Article
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented by one Face of Receipt, Introductory Article
unit of American Depositary Receipts upper right corner
(ii) The procedure for voting, if any, the Reverse of Receipt, Article 17
deposited securities
(iii) The collection and distribution of dividends Reverse of Receipt, Article 13
(iv) The transmission of notices, reports and proxy Face of Receipt, Article 11
soliciting material
(v) The sale or exercise of rights Reverse of Receipt, Article 14
(vi) The deposit or sale of securities resulting from Face of Receipt, Article 3, Reverse of
dividends, splits or plans of reorganization Receipt, Articles 13 and 18
(vii) Amendment, extension or termination of the Reverse of Receipt, Articles 21 and 22
deposit arrangements (no provision for extension)
(viii) Rights of holders of American Depositary Face of Receipt, Article 11
Receipts to inspect the books of the depositary
and the list of holders of Receipts
(ix) Restrictions upon the right to transfer or withdraw Face of Receipt, Articles 2 and 4
the underlying securities
(x) Limitation upon the liability of the depositary Reverse of Receipt, Articles 13, 19 and 22
3. Fees and Charges Face of Receipt, Article 7
Item 2. AVAILABLE INFORMATION
Public reports furnished by issuer Face of Receipt Article 11
The Company is subject to the periodic reporting requirements of the Securities
Exchange Act of 1934, as amended, and, accordingly, files certain reports with
the United States Securities and Exchange Commission (the "Commission"). These
reports can be inspected by holders of Receipts and copied at public reference
facilities maintained by the Commission located at Judiciary Plaza, 450 Fifth
Street, N.W. (Room 1024), Washington D.C. 20549, and at the principal executive
office of the Depositary and, where made available by the Commission, on the
Commission's website (www.sec.gov).
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement. Form of Deposit Agreement by and among
ICICI Bank Limited (the "Company"), Deutsche Bank Trust Company
Americas, formerly Bankers Trust Company, as depositary (the
"Depositary"), and all holders and beneficial owners from time to time
of American Depositary Receipts issued thereunder (the "Deposit
Agreement"), including the form of American Depositary Receipt to be
issued thereunder, attached as Exhibit A thereto. Filed as Exhibit (a)
to Form F-6 (File Number 333-11504), dated February 18, 2000, and
incorporated herein by reference.
(b)(1) Letter Agreements. Letter Agreements dated February 19, 2002 and April
1, 2002 between the Company and the Depositary amending and
supplementing the Deposit Agreement, incorporated herein by reference
to the Company's Annual Report on Form 20-F for the fiscal year ended
March 31, 2002 filed on September 30, 2002.
(b)(2) Letter Agreement. Letter Agreement dated March 8, 2005 between the
Company and the Depositary amending the Deposit Agreement to change
the Company's agent for service of process. Filed herewith as Exhibit
(b)(2).
(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 White & Case, counsel to the Depositary, as to the legality
of the securities being registered. Filed herewith as Exhibit (d).
(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. Incorporated herein by
reference to Exhibits 24.1 through 24.10 to the Company's registration
statement on Form F-3 (File No. 333-121664) filed on December 27,
2004.
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 at
least thirty days before any change in the fee schedule.
SIGNATURES
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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, dated as of March 31, 2000, by and among the Company,
Deutsche Bank Trust Company Americas, as depositary, and all Holders and
Beneficial Owners 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 Registration Statement on Form F-6 to be signed on its
behalf by the undersigned, thereunto duly authorized, in London, United Kingdom,
on March 10, 2005.
Legal entity created by the agreement
for the issuance of American Depositary
Receipts for Registered Shares, Par
Value Rs. 10 each, of ICICI Bank Limited.
By: Deutsche Bank Trust Company
Americas, as Depositary
By: /s/ Mike R. Hughes
---------------------------------
Name: Mike R. Hughes
Title: Director
By: /s/ Jeff Margolick
---------------------------------
Name: Jeff Margolick
Title: Vice President
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, ICICI Bank Limited
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-6 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Mumbai, India on March 10, 2005.
ICICI Bank Limited
By: /s/ Mr. Jyotin Mehta
-----------------------------------
Name: Mr. Jyotin Mehta
Title: General Manager and Company
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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* Chairman
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Mr. Narayanan Vaghul
* Non-Executive Director
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Mr. Uday Madhav Chitale
* Non-Executive Director
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Mr. Somesh Ramchandra Sathe
* Non-Executive Director
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Mr. Mahendra Kumar Sharma
* Non-Executive Director
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Prof. Marti Gurunath Subrahmanyam
* Managing Director and Chief
------------------------------------- Executive Officer
Mr. Kundapur Vaman Kamath
* Joint Managing Director
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Ms. Lalita Dileep Gupte
* Deputy Managing Director
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Ms. Kalpana Morparia
* Executive Director
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Ms. Chanda Kochhar
* Chief Financial Officer
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Mr. N.S. Kannan
*By: /s/ Nilesh Trivedi
------------------------------------- March 10, 2005
Mr. Nilesh Trivedi
Attorney-in-Fact
Authorized Representative
/s/ Madhav Kalyan March 10, 2005
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Mr. Madhav Kalyan, as duly authorized
representative of ICICI Bank Limited in
the United States.
INDEX TO EXHIBITS
Sequentially
Exhibit Number Numbered Page
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(a) Form of Deposit Agreement among ICICI Bank Limited (the "Company"),
Deutsche Bank Trust Company Americas, formerly Bankers Trust Company,
as depositary (the "Depositary"), and all holders and beneficial
owners from time to time of American Depositary Receipts issued
thereunder (the "Deposit Agreement"), including the form of American
Depositary Receipt to be issued thereunder, attached as Exhibit A
thereto. Filed as Exhibit (a) to Form F-6 (File Number 333-11504),
dated February 18, 2000, and incorporated herein by reference.
(b)(1) Letter Agreements dated February 19, 2002 and April 1, 2002 between
the Company and the Depositary amending and supplementing the Deposit
Agreement, incorporated herein by reference to the Company's Annual
Report on Form 20-F for the fiscal year ended March 31, 2002 filed on
September 30, 2002.
(b)(2) Letter Agreement dated March 8, 2005 between the Company and the
Depositary amending the Deposit Agreement to change the Company's
agent for service of process.
(d) Opinion of White & Case, counsel to the Depositary, as to the legality
of the securities being registered.
(e) Certification under Rule 466.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. Incorporated herein by
reference to Exhibits 24.1 through 24.10 to the Company's registration
statement on Form F-3 (File No. 333-121664) filed on December 27,
2004.