As filed with the Securities and Exchange Commission on May 5, 2010
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 Receipts
of
CRESUD S.A.C.I.F. y A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
ARGENTINE REPUBLIC
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
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
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares, evidenced by America Depositary Receipts, each American Depositary Share representing Common Stock, of Cresud S.A.C.I.F. y A. | 100,000,000 American Depositary Shares | $5.00 | $5,000,000 | $356.50 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Receipts.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15 and 16
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 14 and 15
(iv) The transmission of notices, reports and proxy
Articles number 11, 15 and 16
soliciting material
(v) The sale or exercise of rights
Articles number 13
(vi) The deposit or sale of securities resulting from
Articles number 12 and 17
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Articles number 2, 3, 4, 6 and 8
withdraw the underlying securities
(x) Limitation upon the liability of the depositary
Articles number 13 and 18
3. Fees and Charges
Article number 7
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of March 18, 1997 among Cresud S.A.C.I.F. y A., The Bank of New York Mellon as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of Letter agreement among Cresud S.A.C.I.F. y A. and The Bank of New York Mellon relating to pre-release activities. - Filed herewith as Exhibit 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. - See (a) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e.
Certification under Rule 466. - Filed herewith as Exhibit 5.
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 ADRs, 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 ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 5, 2010.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Shares of Common Stock, of Cresud S.A.C.I.F. y A.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, CRESUD S.A.C.I.F. Y A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Buenos Aires, Argentina on May 5, 2010.
CRESUD S.A.C.I.F. Y A.
By: /s/ Eduardo S. Elsztain
Name: Eduardo S. Elsztain
Title: Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 5, 2010.
/s/ Eduardo S. Elsztain
/s/ Donald J. Puglisi
Name: Eduardo S. Elsztain
Name: Donald J. Puglisi
Chairman
Managing Director, Puglisi & Associates
Authorized U.S. Representative
/s/ Saúl Zang
/s/ Alejandro G. Elsztain
Name: Saúl Zang
Name: Alejandro G. Elsztain
First Vice Chairman of the Board & Director
Chief Executive Officer
(Principal Executive Officer)
/s/ Alejandro G. Elsztain
/s/ Gabriel Blasi
Name: Alejandro G. Elsztain
Name: Gabriel Blasi
Second Vice Chairman of the Board & CEO
Chief Financial Officer
(Principal Financial Officer)
/s/ Fernando A. Elsztain
/s/ David A. Perednik
Name: Fernando A. Elsztain
Name: David A. Perednik
Director
Chief Administrative Officer
(Principal Accounting Officer)
/s/ David A. Perednik
Name: David A. Perednik
Director
/s/ Alejandro G. Casaretto
Name: Alejandro G. Casaretto
Director
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of March 18, 1997,
among Cresud S.A.C.I.F. y A., The Bank of New York Mellon as Depositary,
and all Owners and holders from time to time of American
Depositary Receipts issued thereunder.
2
Form of Letter agreement among Cresud S.A.C.I.F. y A. and The Bank of New York Mellon relating to pre-release activities.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.
5
Certification under Rule 466.