As filed with the Securities and Exchange Commission on June 13, 2007
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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
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
+1 212 250 9100
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
Mr. G. V. S. Ramesh
Joint General Manager, ICICI Bank
New York Representative Office
500 Fifth Avenue, Suite 2830
New York, NY 10110
+1 646 827 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 LLP Davis Polk & Wardwell
5 Old Broad Street 121, avenue des Champs-Elysees
London EC2N 1DW 75008 Paris
+44 20 7532 1000 +33 1 56 59 36 00
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
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit(*) Price(**) Registration Fee
--------------------------------------- ------------ ------------------ ------------------ ----------------
American Depositary Shares evidenced by 800,000,000 $ 0.05 $ 40,000,000 $ 1,228
American Depositary Receipts, each
American Depositary Share representing ADSs
2 shares, Rs.10 par value, of ICICI
Bank Limited (the "shares")
* 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.
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.
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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
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1. Name of depositary and address of Face of Receipt, Introductory Article
its principal executive office
2. Title of American Depositary Face of Receipt, Introductory Article
Receipts and identity of deposited
securities
Terms of Deposit:
(i) The amount of deposited Face of Receipt, Introductory Article
securities represented by one upper right corner
unit of American Depositary
Receipts
(ii) The procedure for voting, Reverse of Receipt, Article 17
if any, the deposited
securities
(iii)The collection and Reverse of Receipt, Article 13
distribution of dividends
(iv) The transmission of notices, Face of Receipt, Article 11
reports and proxy soliciting
material
(v) The sale or exercise of Reverse of Receipt, Article 14
rights
(vi) The deposit or sale of Face of Receipt, Article 3, Reverse
securities resulting from of Receipt, Articles 13 and 18
dividends, splits or plans of
reorganization
(vii)Amendment, extension or Reverse of Receipt, Articles 21
termination of the deposit and 22 (no provision for extension)
arrangements
(viii) Rights of holders of Face of Receipt, Article 11
American Depositary Receipts
to inspect the books of the
depositary and the list of
holders of Receipts
(ix) Restrictions upon the right Face of Receipt, Articles 2 and 4
to transfer or withdraw the
underlying securities
(x) Limitation upon the liability Reverse of Receipt, Articles 13, 19
of the depositary 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, 100 F
Street, N.E., 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 as Exhibit (b)(2) to Form
F-6 (File number 333-123236), dated March 10, 2005, and incorporated
herein by reference.
(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 as Exhibit (d) to Form F-6 (File
number 333-123236), dated March 10, 2005, and incorporated herein by
reference.
(e) Certification under Rule 466. Filed as Exhibit (e) to Form F-6 (File number
333-123236), dated March 10, 2005, and incorporated herein by reference.
(f) Powers of Attorney for certain officers and directors and the authorized
representative of the Company. Not applicable.
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
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 June 13, 2007.
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/ Jane Taylor
-------------------------------------
Name: Jane Taylor
Title: Director
By: /s/ Tom Murphy
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Name: Tom Murphy
Title: Vice President
SIGNATURES
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 June 13, 2007.
ICICI BANK LIMITED
By: /s/ Joytin Mehta
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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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*
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Mr. Narayanan Vaghul Chairman
*
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Mr. Sridar Iyengar Non-Executive Director
/s/ Ram Kishore Joshi
---------------------
Mr. Ram Kishore Joshi Non-Executive Director June 13, 2007
*
------------------------
Mr. Lakshmi Niwas Mittal Non-Executive Director
/s/ Narendra Murkumbi
---------------------
Mr. Narendra Murkumbi Non-Executive Director June 13, 2007
*
----------------------
Mr. Anupam Pradip Puri Non-Executive Director
*
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Mr. Vinod Rai Non-Executive Director
/s/ Mahendra Kumar Sharma
-------------------------
Mr. Mahendra Kumar Sharma Non-Executive Director June 13, 2007
*
---------------------
Mr. Priya Mohan Sinha Non-Executive Director
/s/ T.S. Vijayan
----------------
Mr. T.S. Vijayan Non-Executive Director June 13, 2007
*
--------------------
Prof. Marti Gurunath
Subrahmanyam Non-Executive Director
*
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Mr. V. Prem Watsa Non-Executive Director
/s/ Kundapur Vaman Kamath
------------------------- Managing Director & Chief Executive June 13, 2007
Mr. Kundapur Vaman Kamath Officer
SIGNATURE TITLE DATE
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/s/ Chandra Kochlar
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Mr. Chandra Kochlar Deputy Managing Director June 13, 2007
/s/ Nachiket Mor
----------------
Dr. Nachiket Mor Deputy Managing Director June 13, 2007
/s/ Madhabi Puri-Buch
---------------------
Ms. Madhabi Puri-Buch Executive Director June 13, 2007
/s/ V. Vaidyanathan
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Mr. V. Vaidyanathan Executive Director June 13, 2007
/s/ Vishakha Mulye
------------------
Ms. Vishakha Mulye Group Chief Financial Officer June 13, 2007
By: /s/ Nilesh Trivedi June 13, 2007
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Mr. Nilesh Trivedi
Attorney-in-Fact
Authorized Representative
/s/ G.V.S. Ramesh June 13, 2007
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Mr. G.V.S. Ramesh, 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, filed
as Exhibit (b)(2) to Form F-6 (File number 333-123236),
dated March 10, 2005, and incorporated herein by
reference.
(d) Opinion of White & Case, counsel to the Depositary, as to
the legality of the securities being registered. Filed as
Exhibit (d) to Form F-6 (File number 333-123236), dated
March 10, 2005, and incorporated herein by reference.
(e) Certification under Rule 466. Filed as Exhibit (e) to Form
F-6 (File number 333-123236), dated March 10, 2005, and
incorporated herein by reference.