Unassociated Document
 
333-10364
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
____________________________
 
MAGYAR TELEKOM TÁVKÖZLÉSI NYILVÁNOSAN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG
(Exact name of issuer of deposited securities as specified in its charter)
 
MAGYAR TELEKOM TELECOMMUNICATIONS PUBLIC LIMITED COMPANY
(Translation of issuer's name into English)
____________________________
 
The Republic of Hungary
(Jurisdiction of Incorporation or organization of Issuer)
____________________________
 
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
 
4 New York Plaza, New York, NY 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number of depositary's principal offices)
____________________________
 
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 590-9338
(Address, including zip code, and telephone number 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
 
    x immediately upon filing                        o on [date] at [time]
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
 
 
 
Title of Each Class of
Securities to be Registered
 
 
 
Amount
to be Registered
 
Proposed
Maximum
Offering
Price Per Unit
Proposed Maximum
Aggregate Offering
Price
 
 
Amount of
Registration Fee
American Depositary Shares  evidenced by American Depositary Receipts, each American Depositary Share representing 5 registered shares, nominal value HUF 100 each of Magyar Telekom Távközlési Nyilvánosan Működő Részvénytársaság
N/A
N/A
N/A
N/A

Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-7728.
 
 
 
 
 
This Post-Effective Amendment to Registration Statement on Form F-6 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.

The Prospectus consists of the form of American Depositary Receipt ("ADR") included as Exhibit A to the form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.
 
 
 
 
 
PART I

INFORMATION REQUIRED IN PROSPECTUS

Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET
 
Item Number and Caption
  
Location in Form of ADR
Filed Herewith as Prospectus
         
1.
Name of depositary and address of its principal executive office
  
Face, introductory paragraph and final sentence on face.
       
2.
Title of ADR and identity of deposited securities
  
Face, top center and introductory paragraph
       
  Terms of Deposit    
       
  (i)
The amount of deposited securities represented by one unit of ADRs
  
Face, upper right corner and introductory paragraph
         
  (ii)
The procedure for voting, if any, the deposited securities
  
Reverse, paragraph (12)
         
  (iii)
The collection and distribution of dividends
  
Face, paragraphs (4), (5) and
(7); Reverse, paragraph (10)
         
  (iv)
The transmission of notices, reports and proxy soliciting material
  
Face, paragraphs (3) and (8);
Reverse, paragraph (12)
         
  (v)
The sale or exercise of rights
  
Face, paragraphs (4) and (5);
Reverse, paragraph (10)
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face, paragraphs (4) and (5);
Reverse, paragraphs (10) and and (13)
         
  (vii)
Amendment, extension or termination of the deposit agreement
  
Reverse, paragraphs (16) and (17)
(no provision for extension)
         
 
 
 
 
 
Item 2.  AVAILABLE INFORMATION

Item Number and Caption
  
Location in Form of ADR
Filed Herewith as Prospectus
         
 
(viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the lists of holders of ADRs
  
Face, paragraph (3)
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Face, paragraphs (1), (2), (4) and (5)
         
 
(x)
Limitation upon the liability of the Depositary and/or the Company
  
Reverse, paragraph (14)
         
3.
Description of all fees and charges which may be imposed directly or indirectly against the holders of ADRs
  
Face, paragraph (7)
         
Item 2.  AVAILABLE INFORMATION
    
         
Item Number and Caption
  
Location in Form of ADR
Filed Herewith as Prospectus
         
2( a )
Statement that Magyar Telekom Távközlési Nyilvánosan Működő Részvénytársaság publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934") on its Internet Web site (http://www.telekom.hu/about_us/investor_relations) or through an electronic information delivery system generally available to the public in its primary trading market.
 
Face, paragraph (8)
 
 
 
 
 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  EXHIBITS

(a)           Form of Second Amended and Restated Deposit Agreement dated as of                              , 2015 among Magyar Telekom Távközlési Nyilvánosan Működő Részvénytársaság, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts issued thereunder , including the form of American Depositary Receipt (the "Deposit Agreement").  Previously filed.

(b)           Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None.

(c)            Any 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. - None.

(d)            Opinion of counsel to the Depositary as to the legality of the securities to be 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 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 a 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 of 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 September 30, 2015.
 
 
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/ Gregory A. Levendis  
  Name:  Gregory A. Levendis  
  Title: Executive Director  
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized in Budapest, Hungary, on September 30, 2015.
 
 
Magyar Telekom Plc.
(Registrant)
  
       
 
By:
/s/ Christopher Mattheisen  
 
Name: Christopher Mattheisen
Title:  Chief Executive Officer
  
 
       
 
By:
/s/ János Szabó  
 
Name: János Szabó
Title:  Chief Financial Officer
  
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on September 30, 2015.
 
Name
  
Title
     
/s/ Kerstin Günther
 
Chairman of the Board of Directors
Kerstin Günther
   
     
/s/ Christopher Mattheisen
  
Chief Executive Officer and Director
Christopher Mattheisen
    
     
/s/ Thilo Kusch
 
Director
Thilo Kusch
   
     
/s/ Günter Mossal
 
Director
Günter Mossal
   
     
   
Director
György Mosonyi
   
     
/s/ Frank Odzuck
  
Director
Frank Odzuck
    
     
/s/ Dr. Mihály Patai
 
Director
Dr. Mihály Patai
   
     
   
Director
Dr. Ralph Rentschler
   
     
/s/ Donald J. Puglisi
 
Authorized Representative in the
Puglisi & Associates
 
United States
Donald J. Puglisi
   
Managing Director
   
 
 
 
 

 
INDEX TO EXHIBITS

Exhibit
Number
  
   
(a)
Form of Second Amended and Restated Deposit Agreement.
   
(e)
Rule 466 Certification