As filed with the Securities and Exchange Commission on January 5, 2016
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Registration No. 333-119498
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_________________________________________________________________________________________________________________________________________________________________________________________________________________________ |
Deutsche Bank Trust Company Americas
Attention: ADR Department
60 Wall Street,
New York, New York 10005
(212) 250-9100
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Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1400
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______________________________________________
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It is proposed that this filing become effective under Rule 466:
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o
x
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immediately upon filing.
on January 12, 2016 at 9:00 am ET.
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Title of each class
of Securities to be registered
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Amount to be registered
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Proposed
maximum aggregate price per unit (1)
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Proposed
maximum aggregate offering price (2)
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Amount of registration fee(3)
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American Depositary Shares, each representing two ordinary shares, nominal value 10 rubles per share, of Mechel OAO
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N/A
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N/A
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N/A
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N/A
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1
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For the purpose of this table only the term "unit" is defined as one American Depositary Share.
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2
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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 Shares.
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3
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All of which was paid in connection with the initial filing of the Registration Statement with the Commission.
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Required Information
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Location in Form of Receipt Previously Filed as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt – introductory paragraph
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt – top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share (“ADS”)
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Paragraphs 15 and 16
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(iii)
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The procedure for collecting and distributing dividends
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Paragraphs 12, 14 and 15
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Paragraphs 11, 15 and 16
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(v)
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The sale or exercise of rights
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Paragraph 13
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs 12, 15 and 17
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Paragraphs 19, 20 and 21
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Paragraph 11
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Paragraphs 2, 3, 4, 6 and 8
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(x)
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Limitation on the depositary’s liability
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Paragraphs 13, 18, 24 and 25
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Paragraph 7
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Required Information
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Location in Form of Receipt Filed Herewith as Prospectus
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(b)
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Periodic reporting requirements and certain reports filed with the Commission
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Paragraph 11
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(a)(1)
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Deposit Agreement, dated as of July 27, 2004, among Mechel OAO (the "Company"), Deutsche Bank Trust Company Americas, as depositary (the "Depositary"), and holders and beneficial owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder (the "Deposit Agreement"). — Previously filed as an exhibit to Registration Statement No. 333-119498 and incorporated herein by reference.
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(a)(2)
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Form of Amendment No. 1 to Deposit Agreement. — Previously filed as an exhibit to Post-Effective Amendment No. 1 to Registration Statement No. 333-119498 and incorporated herein by reference.
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(a)(3)
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Form of Amendment No. 2 to Deposit Agreement. — Previously filed as an exhibit to Post-Effective Amendment No. 2 to Registration Statement No. 333-119498 and incorporated herein by reference.
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(a)(4)
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Form of Amendment No. 3 to Deposit Agreement.
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(a)(5)
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Form of American Depositary Receipt. — See Annex A to Exhibit (a)(4) filed herewith.
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.
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(c)
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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.
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(d)
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Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
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(e)
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Certificate under Rule 466. — Filed herewith as Exhibit (e).
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(f)
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Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, 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.
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(b)
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If the amount of fees charged is 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 ADS thirty (30) days before any change in the fee schedule.
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Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts for ordinary shares, nominal value 10 rubles per share of Mechel OAO.
Deutsche Bank Trust Company Americas, as Depositary
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By:
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/s/ Robert Martello
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Name: Robert Martello
Title: Director
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By:
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/s/ Michael Curran
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Name: Michael Curran
Title: Vice President
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MECHEL OAO
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By:
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/s/ Oleg V. Korzhov
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Name: Oleg V. Korzhov
Title: Chief Executive Officer
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Signature
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Title
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Date
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/s/ Igor V. Zyuzin
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Igor V. Zyuzin
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Chairman and Director
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December 28, 2015
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/s/ Vladimir Yu Korovkin
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Vladimir Yu Korovkin
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Director
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December 28, 2015
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/s/ A. David Johnson
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A. David Johnson
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Director
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December 21, 2015
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/s/ Igor S. Kozhukhovsky
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Igor S. Kozhukhovsky
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Director
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December 28, 2015
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/s/ Vladimir V. Gusev
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Vladimir V. Gusev
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Director
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December 28, 2015
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/s/ Yury N. Malyshev
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Yury N. Malyshev
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Director
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December 22, 2015
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/s/ Oleg V. Korzhov
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Oleg V. Korzhov
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Chief Executive Officer and Director
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December 28, 2015
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/s/ Alexey G. Ivanushkin
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Alexey G. Ivanushkin
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Director
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December 28, 2015
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/s/ Viktor A. Trigubko
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Viktor A. Trigubko
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Director
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December 28, 2015
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/s/ Andrey A. Slivchenko
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Andrey A. Slivchenko
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Chief Financial Officer
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December 28, 2015
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Exhibit
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Document
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(a)(4)
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Form of Amendment No.3 to the Deposit Agreement
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(d)
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Opinion of White & Case LLP, counsel to the Depositary
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(e)
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Rule 466 certification
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