As
filed with the U.S. Securities and Exchange Commission on April 10,
2006
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
F-6
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
For
Depositary Shares Evidenced by American Depositary
Receipts
___________________
TENARIS
S.A.
(Exact
name of issuer of deposited securities as specified in its
charter)
Not
applicable
(Translation
of issuer's name into English)
Grand
Duchy of Luxembourg
(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
(212) 623-0636
(Address,
including zip code, and telephone number, including area code, of depositary's
principal executive offices)
____________________
Giovanni
Gallo
Techint
Inc.
420
Fifth Avenue, 18th
Floor
New
York, New York 10018
(212)
376-6500
(Address,
including zip code, and telephone number, including area code, of agent for
service)
Copy
to:
|
Scott
A. Ziegler, Esq.
|
|
Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
|
It
is proposed that this filing become effective under Rule
466
If
a separate registration statement has been filed to register the deposited
shares, check the following box. G
|
CALCULATION
OF REGISTRATION
FEE
|
||||
|
Title
of each class of
Securities
to be registered
|
Amount
to
be registered
|
Proposed
maximum
aggregate
offering
price
per unit (1)
|
Proposed
maximum
aggregate
offering
price
(2)
|
Amount
of
registration
fee
|
|
American
Depositary Shares evidenced by American
Depositary
Receipts, each American Depositary Share
representing
two (2) ordinary shares of Tenaris S.A.
|
250,000,000
|
$0.05
|
$12,500,000
|
$1,337.50
|
|
(1)
|
Each
unit represents one American Depositary
Share.
|
|
(2)
|
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 Receipts evidencing American Depositary
Shares.
|
Pursuant
to Rule 429, the Prospectus contained herein also relates to American Depositary
Shares registered under Form F-6 Registration Statement No.
333-100591.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
The
Prospectus consists of the proposed form of American Depositary Receipt
(AADR@
or
AAmerican
Depositary Receipt@)
included as Exhibit A to the Amendment to Deposit Agreement filed as
Exhibit (a)(2) to this Registration Statement, which is incorporated herein
by reference.
CROSS
REFERENCE SHEET
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
|
Item
Number and Caption
|
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
|
|
(1) Name
and address of Depositary
|
Introductory
paragraph
|
|
|
(2) Title
of American Depositary Receipts and identity of deposited
securities
|
Face
of American Depositary Receipt, top center
|
|
|
Terms
of Deposit:
|
||
|
(i) Amount
of deposited securities represented by one unit of American Depositary
Shares
|
Face
of American Depositary Receipt, upper right corner
|
|
|
(ii) Procedure
for voting, if any, the deposited securities
|
Paragraph
(12)
|
|
|
(iii) Collection
and distribution of dividends
|
Paragraphs
(4), (5), (7) and (10)
|
|
|
(iv) Transmission
of notices, reports and proxy soliciting material
|
Paragraphs
(3), (8) and (12)
|
|
|
(v) Sale
or exercise of rights
|
Paragraphs
(4), (5) and (10)
|
|
|
(vi) Deposit
or sale of securities resulting from dividends, splits or plans
of
reorganization
|
Paragraphs
(4), (5), (10) and (13)
|
|
|
(vii) Amendment,
extension or termination of the Deposit Agreement
|
Paragraphs
(16) and (17)
|
|
|
(viii) Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
|
Paragraph
(3)
|
|
|
(ix) Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Paragraphs
(1), (2), (4), and (5)
|
|
|
(x) Limitation
upon the liability of the Depositary
|
Paragraph
(14)
|
|
|
(3) Fees
and Charges
|
Paragraph
(7)
|
2
Item
2. AVAILABLE INFORMATION
|
Item
Number and Caption
|
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
|
|
(a) Statement
that Tenaris S.A. is subject to the periodic reporting requirements
of the
Securities Exchange Act of 1934 and, accordingly, files certain
reports
with the Commission -- and that such reports can be inspected by
holders
of American Depositary Receipts and copied at public reference
facilities
maintained by the Commission in Washington, D.C.
|
Paragraph
(8)
|
3
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
|
(a)(1)
|
Form
of Deposit Agreement.
Form of Deposit Agreement among Tenaris S.A., JPMorgan Chase Bank,
as
depositary (the "Depositary"), and all holders from time to time
of ADRs
issued thereunder (the "Deposit Agreement"). Previously filed as
exhibit
(a) to Registration Statement No. 333-100591 and incorporated herein
by
reference.
|
|
(a)(2)
|
Form
of Amendment to Deposit Agreement.
Form of Amendment to Deposit Agreement dated as of April , 2006
among
Tenaris S.A., the Depositary, and all holders from time to time
of ADRs
issued thereunder, including the Form of American Depositary Receipt,
is
filed herewith as Exhibit (a)(2).
|
|
(b)
|
Any
other agreement to which the Depositary is a party relating to
the
issuance of the American Depositary Shares registered hereunder
or the
custody of the deposited securities represented
thereby.
Not Applicable.
|
|
(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 Ziegler, Ziegler & Associates LLP, 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)
|
Power
of Attorney.
Included as part of the signature pages
hereto.
|
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 thirty days before any change in the
fee
schedule.
|
4
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 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 April 3,
2006.
| 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/ Joseph M. Leinhauser | |
|
Name: Joseph M. Leinhauser |
||
| Title: Vice President | ||
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Tenaris S.A. 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, on April 3,
2006.
| TENARIS S.A. | ||
| |
|
|
| By: | /s/ Paolo Rocca | |
|
Name: Paolo Rocca |
||
| Title: Chairman and Chief Executive Officer | ||
POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Paolo
Rocca and
Carlos Condorelli , and each of them, jointly and severally, his true and
lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) to this Registration Statement, and to file the
same,
with all exhibits thereto, and other documents in connection therewith, with
the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and
agents full power and authority to do and perform each and every act and
thing
requisite and necessary to be done in and about the premises, as fully to
all
intents and purposes as he might or could do in person, hereby ratifying
and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the dates indicated
| Signatures |
Title
|
Date
|
||
| /s/ Paolo Rocca | Chief Executive Officer and Chairman |
April
3, 2006
|
||
| Paolo Rocca | (principal executive officer) | |||
| /s/ Guillermo Vogel | Director, Vice President, Finance |
April
3, 2006
|
||
| Guillermo Vogel | ||||
| /s/ Carlos Condorelli | Chief Financial Officer |
April
3, 2006
|
||
| Carlos Condorelli | (principal financial and accounting officer) | |||
| /s/ Roberto Bonatti | Director |
April
3, 2006
|
||
| Roberto Bonatti |
| Signatures |
Title
|
Date
|
||
| Director |
,
2006
|
|||
| Carlos Franck | ||||
| /s/ Bruno Marchettini | Director |
April
3, 2006
|
||
| Bruno Marchettini | ||||
| Director |
,
2006
|
|||
| Roberto Monti | ||||
| Director |
,
2006
|
|||
| Gianfelice Mario Rocca | ||||
| Director |
,
2006
|
|||
| Jaime Serra Puche | ||||
| /s/ Amadeo Vázquez y Vázquez | Director |
April
3, 2006
|
||
| Amadeo Vázquez y Vázquez | ||||
| /s/ Giovanni Gallo | Authorized Representative in the |
April
3, 2006
|
||
| Giovanni Gallo | United States |
INDEX
TO EXHIBITS
|
Exhibit
Number
|
||
|
(a)(2)
|
Form
of Amendment to Deposit Agreement.
|
|
|
(d)
|
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
|
|
| (e) | Rule 466 Certification |
AMENDMENT
NO. 1 TO DEPOSIT AGREEMENT
AMENDMENT
NO. 1, dated
as
of April __, 2006 (the “Amendment”), to the Deposit Agreement dated as of
November 11, 2002 (the "Deposit Agreement"), among TENARIS S.A. (the "Company"),
JPMORGAN CHASE BANK, N.A., as depositary (the "Depositary"), and all holders
from time to time of American Depositary Receipts issued thereunder
("ADRs")
evidencing American Depositary Shares ("ADSs")
representing deposited Shares.
WITNESSETH:
WHEREAS,
the Company and the Depositary executed the Deposit Agreement for the purposes
set forth therein; and
WHEREAS,
the Company desires to modify the ratio of Shares per ADS; and
WHEREAS,
pursuant to paragraph (16) of the form of ADR set forth in Exhibit A to Deposit
Agreement the Company and the Depositary desire to amend the terms of the
Deposit Agreement and ADRs.
NOW,
THEREFORE, for
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Depositary hereby agree to amend the Deposit
Agreement and form of ADR as follows:
ARTICLE
I
DEFINITIONS
SECTION
1.01. Definitions.
Unless
otherwise defined in this Amendment, all capitalized terms used, but not
otherwise defined, herein shall have the meaning given to such terms in the
Deposit Agreement.
ARTICLE
II
AMENDMENTS
TO DEPOSIT AGREEMENT
SECTION
2.01. All
references in the Deposit Agreement to the terms "Deposit Agreement" and "form
of ADR" shall, as of the Effective Date (as herein defined), refer to the
Deposit Agreement and form of ADR as further amended by this
Amendment.
1
SECTION
2.02. All
references in the Deposit Agreement to "JPMorgan Chase Bank" shall be references
to "JPMorgan Chase Bank, N.A."
SECTION
2.03. Section
1(c) of the Deposit Agreement is amended by replacing the words "ten (10)
Shares" with "two (2) Shares".
SECTION
2.04. The
address of the Depositary set forth in Section 17(b) of the Deposit Agreement
is
amended to read as follows:
|
JPMorgan
Chase Bank, N.A.
|
Four
New
York Plaza, 13th
Floor
New
York,
New York 10004
Attention:
ADR Administration
Fax:
(212) 623-0079
ARTICLE
III
AMENDMENTS
TO THE FORM OF ADR
SECTION
3.01. All
references in the form of ADR to the Depositary shall be references to JPMorgan
Chase Bank, N.A., a national banking association organized under the laws of
the
United States.
SECTION
3.02. All
references in the form of ADR to the terms "Deposit Agreement" and "form of
ADR"
shall, as of the Effective Date (as herein defined), refer to the Deposit
Agreement and form of ADR as further amended by this Amendment.
SECTION
3.03. Paragraph
(11) of the Form of ADR is amended to read as follows:
(11)
Record
Dates.
The
Depositary may, after consultation with the Company if practicable, fix one
or
more record dates (which shall be as near as practicable to any corresponding
record date set by the Company) for the determination of the Holders who shall
be entitled to receive any distribution on or in respect of Deposited
Securities, to give instructions for the exercise of any voting rights, to
receive any notice or to act in respect of other matters or for any other matter
hereunder, and only such Holders shall be so entitled or obligated.
2
SECTION
3.04. Subparagraph
(b) of paragraph (12) of the Form of ADR is amended to
read
as follows:
(b)
that
each Holder on the record date or record dates set by the Depositary therefor
will be entitled to instruct the Depositary as to the exercise of the voting
rights, if any, pertaining to the Deposited Securities represented by the ADSs
evidenced by such Holder's ADRs
SECTION
3.05. The
Form
of ADR, reflecting the amendments set forth in Articles II
and
III and any additional conforming changes, is amended and restated to read
as
set forth in Exhibit
A
hereto.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES
SECTION
4.01. Representations
and Warranties.
The
Company represents and warrants
to, and agrees with, the Depositary and Holders, that:
(a)
This
Amendment, when executed and delivered by the Company, will be duly and validly
authorized, executed and delivered by the Company, and it and the Deposit
Agreement as amended hereby constitute the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their
respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles; and
(b)
In
order to ensure the legality, validity, enforceability or admissibility into
evidence of this Amendment or the Deposit Agreement as amended hereby, neither
of such agreements need to be filed or recorded with any court or other
authority in the Grand Duchy of Luxembourg, nor does any stamp or similar tax
or
governmental charge need to be paid in the Grand Duchy of Luxembourg on or
in
respect of such agreements.
ARTICLE
V
MISCELLANEOUS
SECTION
5.01. Effective
Date.
This
Amendment is dated as of the date set forth above and shall be effective as
the
close of business New York time on such date (the “Effective
Date”).
3
SECTION
5.02. Outstanding
ADRs.
ADRs
issued prior or subsequent to the Effective Date, which do not reflect the
changes to the form of ADR effected hereby, do not need to be called in for
exchange and may remain outstanding until such time as the Holders thereof
choose to surrender them for any reason under the Deposit Agreement. The
Depositary is authorized and directed to take any and all actions deemed
necessary to effect the foregoing.
SECTION
5.03. Indemnification.
The
parties hereto shall be entitled to the benefits of the indemnification
provisions of Section 16 of the Deposit Agreement in connection with any and
all
liability it or they may incur as a result of the terms of this Amendment and
the transactions contemplated herein.
SECTION
5.04. Counterparts.
This
Amendment may be executed in any number of counterparts, each of which shall
be
deemed an original and all of which taken together shall constitute one
instrument.
4
IN
WITNESS WHEREOF,
the
Company and the Depositary have caused this Amendment to be executed by
representatives thereunto duly authorized as of the date set forth
above.
TENARIS
S.A.
By:_____________________
Name:
|
|
Title:
|
By:_____________________
Name:
|
|
Title:
|
JPMORGAN
CHASE BANK, N.A.
By:_____________________
Name:
|
|
Title:
|
5
EXHIBIT
A
ANNEXED
TO AND INCORPORATED
IN
AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
[FORM
OF
FACE OF ADR]
| ______ | No. of ADSs: | |
| Number | ||
| Each ADS represents | ||
| Two Shares | ||
| CUSIP: |
AMERICAN
DEPOSITARY RECEIPT
evidencing
AMERICAN
DEPOSITARY SHARES
representing
ORDINARY
SHARES
of
TENARIS
S.A.
(Incorporated
under the
laws
of
the Grand Duchy of Luxembourg)
JPMORGAN
CHASE BANK, N.A., a national banking association organized under the laws of
the
United States, as depositary hereunder (the "Depositary"),
hereby certifies that
is the
registered owner (a "Holder")
of
American
Depositary Shares ("ADSs"),
each
(subject to paragraph (13)) representing two (2) Ordinary Shares (including
the
rights to receive Shares described in paragraph (1), "Shares"
and,
together with any other securities, cash or property from time to time held
by
the Depositary in respect or in lieu of deposited Shares, the "Deposited
Securities"),
of
TENARIS S.A., a société anonyme holding organized under the laws of the Grand
Duchy of Luxembourg (the "Company"),
deposited under the Deposit Agreement dated as of November 11, 2002 (as amended
from time to time, the "Deposit
Agreement")
among
the Company, the Depositary and all Holders from time to time of American
Depositary Receipts issued thereunder ("ADRs"),
each
of whom by accepting an ADR becomes a party thereto. The Deposit Agreement
and
this ADR (which includes the provisions set forth on the reverse hereof) shall
be governed by and construed in accordance with the laws of the State of New
York.
(1)
Issuance
of ADRs.
This
ADR is one of the ADRs issued under the Deposit Agreement. Subject to paragraph
(4), the Depositary may so issue ADRs for delivery at the Transfer Office
(defined in paragraph (3)) only against deposit with the Custodian of: (a)
Shares in form satisfactory to the Custodian; (b) rights to receive Shares
from
the Company or any registrar, transfer agent, clearing agent or other entity
recording Share ownership or transactions; or, (c) other rights to receive
Shares (until such Shares are actually deposited pursuant to (a) or (b) above,
"Pre-released
ADRs")
only
if (i) Pre-released ADRs are fully collateralized (marked to market daily)
with
cash or U.S. government securities held by the Depositary for the benefit of
Holders (but such collateral shall not constitute "Deposited Securities"),
(ii)
each recipient of Pre-released ADRs agrees in writing with the Depositary that
such recipient (a) owns such Shares, (b) assigns all beneficial right, title
and
interest therein to the Depositary, (c) holds such Shares for the account of
the
Depositary and (d) will deliver such Shares to the Custodian as soon as
practicable and promptly upon demand therefor and (iii) all Pre-released ADRs
evidence not more than 30% of all ADSs (excluding those evidenced by
Pre-released ADRs), provided,
however,
that
the Depositary reserves the right to change or disregard such limit from time
to
time as it deems appropriate. The Depositary may retain for its own account
any
earnings on collateral for Pre-released ADRs and its charges for issuance
thereof. At the request, risk and expense of the person depositing Shares,
the
Depositary may accept deposits for forwarding to the Custodian and may deliver
ADRs at a place other than its office. Every person depositing Shares under
the
Deposit Agreement represents and warrants that such Shares are validly issued
and outstanding, fully paid, nonassessable and free of pre-emptive rights,
that
the person making such deposit is duly authorized so to do and that such Shares
(A) are not "restricted securities" as such term is defined in Rule 144 under
the Securities Act of 1933 unless at the time of deposit they may be freely
transferred in accordance with Rule 144(k) and may otherwise be offered and
sold
freely in the United States or (B) have been registered under the Securities
Act
of 1933. Such representations and warranties shall survive the deposit of Shares
and issuance of ADRs. The Depositary will not knowingly accept for deposit
under
the Deposit Agreement any Shares required to be registered under the Securities
Act of 1933 and not so registered; the Depositary may refuse to accept for
such
deposit any Shares identified by the Company in order to facilitate the
Company's compliance with such Act.
(2)
Withdrawal
of Deposited Securities.
Subject
to paragraphs (4) and (5), upon surrender of (i) an ADR in certificated form,
in
form satisfactory to the Depositary at the Transfer Office or (ii) proper
instructions and documentation in the case of a Direct Registration ADR, the
Holder hereof is entitled to delivery of the Deposited Securities at the time
represented by the ADSs evidenced by this ADR. At the request, risk and expense
of the Holder hereof, the Depositary may deliver such Deposited Securities
at
such other place as may have been requested by the Holder. Notwithstanding
any
other provision of the Deposit Agreement or this ADR, the withdrawal of
Deposited Securities may be restricted only for the reasons set forth in General
Instruction I.A.(1) of Form F-6 (as such instructions may be amended from time
to time) under the Securities Act of 1933.
(3)
Transfers
of ADRs.
The
Depositary or its agent will keep, at a designated transfer office in the
Borough of Manhattan, The City of New York (the "Transfer
Office"),
(a) a
register (the "ADR
Register")
for
the registration, registration of transfer, combination and split-up of ADRs,
and, in the case of Direct Registration ADRs, shall include the Direct
Registration System, which at all reasonable times will be open for inspection
by Holders and the Company for the purpose of communicating with Holders in
the
interest of the business of the Company or a matter relating to the Deposit
Agreement and (b) facilities for the delivery and receipt of ADRs. The term
ADR
Register includes the Direct Registration System. Title to this ADR (and to
the
Deposited Securities represented by the ADSs evidenced hereby), when properly
endorsed in the case of ADRs in certificated form or upon delivery to the
Depositary of proper instruments of transfer, is transferable by delivery with
the same effect as in the case of negotiable instruments under the laws of
the
State of New York; provided
that the
Depositary, notwithstanding any notice to the contrary, may treat the person
in
whose name this ADR is registered on the ADR Register as the absolute owner
hereof for all purposes. Subject to paragraphs (4) and (5), this ADR is
transferable on the ADR Register and may be split into other ADRs or combined
with other ADRs into one ADR, evidencing the same number of ADSs evidenced
by
this ADR, by the Holder hereof or by duly authorized attorney upon surrender
of
this ADR at the Transfer Office properly endorsed (in the case of ADRs in
certificated form) or upon delivery to the Depositary of proper instruments
of
transfer and duly stamped as may be required by applicable law; provided
that the
Depositary may close the ADR Register at any time or from time to time when
deemed expedient by it or requested by the Company. At the request of a Holder,
the Depositary shall, for the purpose of substituting an ADR in certificated
form with a Direct Registration ADR, or vice versa, execute and deliver an
ADR
in certificated form or a Direct Registration ADR, as the case may be, for
any
authorized number of ADSs requested, evidencing the same aggregate number of
ADSs as those evidenced by the ADR in certificated form or Direct Registration
ADR, as the case may be, substituted.
(4)
Certain
Limitations.
Prior
to the issue, registration, registration of transfer, split-up or combination
of
any ADR, the delivery of any distribution in respect thereof, or, subject to
the
last sentence of paragraph (2), the withdrawal of any Deposited Securities,
and
from time to time in the case of clause (b)(ii) of this paragraph (4), the
Company, the Depositary or the Custodian may require: (a) payment with respect
thereto of (i) any stock transfer or other tax or other governmental charge,
(ii) any stock transfer or registration fees in effect for the registration
of
transfers of Shares or other Deposited Securities upon any applicable register
and (iii) any applicable charges as provided in paragraph (7) of this ADR;
(b)
the production of proof satisfactory to it of (i) the identity and genuineness
of any signature and (ii) such other information, including without limitation,
information as to citizenship, residence, exchange control approval, payment
of
all applicable taxes or other governmental charges, beneficial ownership of
any
securities, compliance with applicable law, regulations, provisions of or
governing Deposited Securities and terms of the Deposit Agreement and this
ADR,
as it may deem necessary or proper; and (c) compliance with such regulations
as
the Depositary may establish consistent with the Deposit Agreement. The issuance
of ADRs, the acceptance of deposits of Shares, the registration, registration
of
transfer, split-up or combination of ADRs or, subject to the last sentence
of
paragraph (2), the withdrawal of Deposited Securities may be suspended,
generally or in particular instances, when the ADR Register or any register
for
Deposited Securities is closed or when any such action is deemed advisable
by
the Depositary or the Company.
(5)
Taxes.
If any
tax or other governmental charge shall become payable by or on behalf of the
Custodian or the Depositary with respect to this ADR, any Deposited Securities
represented by the ADSs evidenced hereby or any distribution thereon, such
tax
or other governmental charge shall be paid by the Holder hereof to the
Depositary. The Depositary may refuse to effect any registration, registration
of transfer, split-up or combination hereof or, subject to the last sentence
of
paragraph (2), any withdrawal of such Deposited Securities until such payment
is
made. The Depositary may also deduct from any distributions on or in respect
of
Deposited Securities, or may sell by public or private sale for the account
of
the Holder hereof any part or all of such Deposited Securities (after attempting
by reasonable means to notify the Holder hereof prior to such sale), and may
apply such deduction or the proceeds of any such sale in payment of such tax
or
other governmental charge, the Holder hereof remaining liable for any
deficiency, and shall reduce the number of ADSs evidenced hereby to reflect
any
such sales of Shares. In connection with any distribution to Holders, the
Company will remit to the appropriate governmental authority or agency all
amounts (if any) required to be withheld and owing to such authority or agency
by the Company; and the Depositary and the Custodian will remit to the
appropriate governmental authority or agency all amounts (if any) required
to be
withheld and owing to such authority or agency by the Depositary or the
Custodian. If the Depositary determines that any distribution in property other
than cash (including Shares or rights) on Deposited Securities is subject to
any
tax that the Depositary or the Custodian is obligated to withhold, the
Depositary may dispose of all or a portion of such property in such amounts
and
in such manner as the Depositary deems necessary and practicable to pay such
taxes, by public or private sale, and the Depositary shall distribute the net
proceeds of any such sale or the balance of any such property after deduction
of
such taxes to the Holders entitled thereto.
(6)
Disclosure
of Interests.
To the
extent that the provisions of or governing any Deposited Securities may require
disclosure of or impose limits on beneficial or other ownership of Deposited
Securities, other Shares and other securities and may provide for blocking
transfer, voting or other rights to enforce such disclosure or limits, Holders
and all persons holding ADRs agree to comply with all such disclosure
requirements and ownership limitations and to cooperate with the Depositary
in
the Depositary's compliance with any Company instructions in respect thereof,
and the Depositary will use reasonable efforts to comply with such Company
instructions.
(7)
Charges
of Depositary.
The
Depositary may charge each person to whom ADRs are issued against deposits
of
Shares, including deposits in respect of Share Distributions, Rights and Other
Distributions (as such terms are defined in paragraph (10)), and each person
surrendering ADRs for withdrawal of Deposited Securities, U.S. $5.00 for each
100 ADSs (or portion thereof) evidenced by the ADRs delivered or surrendered.
The Depositary may sell (by public or private sale) sufficient securities and
property received in respect of Share Distributions, Rights and Other
Distributions prior to such deposit to pay such charge. The Company will pay
all
other charges and expenses of the Depositary and any agent of the Depositary
(except the Custodian) pursuant to agreements from time to time between the
Company and the Depositary, except (i) stock transfer or other taxes and other
governmental charges (which are payable by Holders or persons depositing
Shares), (ii) cable, telex and facsimile transmission and delivery charges
incurred at the request of persons depositing, or Holders delivering Shares,
ADRs or Deposited Securities (which are payable by such persons or Holders),
(iii) transfer or registration fees for the registration of transfer of
Deposited Securities on any applicable register in connection with the deposit
or withdrawal of Deposited Securities (which are payable by persons depositing
Shares or Holders withdrawing Deposited Securities; there are no such fees
in
respect of the Shares as of the date of the Deposit Agreement), (iv) expenses
of
the Depositary in connection with the conversion of foreign currency into U.S.
dollars (which are paid out of such foreign currency) and (v) such fees and
expenses as are incurred by the Depositary (including, without limitation,
expenses incurred on behalf of Holders in connection with compliance with
foreign exchange control regulations or any law or regulation relating to
foreign investment) in delivery of Deposited Securities or otherwise in
connection with the Depositary's or its Custodian's compliance with applicable
law, rule or regulation. These charges may be changed in the manner indicated
in
paragraph (16).
(8)
Available
Information.
The
Deposit Agreement, the provisions of or governing Deposited Securities and
any
written communications from the Company, which are both received by the
Custodian or its nominee as a holder of Deposited Securities and made generally
available to the holders of Deposited Securities, are available for inspection
by Holders at the offices of the Depositary and the Custodian and at the
Transfer Office. The Depositary will distribute copies of such communications
(or English translations or summaries thereof) to Holders when furnished by
the
Company. The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and accordingly files certain reports with
the
United States Securities and Exchange Commission (the "Commission").
Such
reports and other information may be inspected and copied at public reference
facilities maintained by the Commission located at the date hereof at 100 F.
Street, N.E., Washington, D.C. 20549.
(9)
Execution.
This
ADR shall not be valid for any purpose unless executed by the Depositary by
the
manual or facsimile signature of a duly authorized officer of the
Depositary.
Dated:
JPMORGAN
CHASE BANK, N.A., as Depositary
By
.........................................................
Authorized
Officer
The
Depositary's office is located at 4 New York Plaza, New York, New York
10004.
[FORM
OF
REVERSE OF ADR]
(10)
Distributions
on Deposited Securities.
Subject
to paragraphs (4) and (5), to the extent practicable, the Depositary will
distribute by mail to each Holder entitled thereto on the record date set by
the
Depositary therefor at such Holder's address shown on the ADR Register, in
proportion to the number of Deposited Securities (on which the following
distributions on Deposited Securities are received by the Custodian) represented
by ADSs evidenced by such Holder's ADRs: (a) Cash.
Any
U.S. dollars available to the Depositary resulting from a cash dividend or
other
cash distribution or the net proceeds of sales of any other distribution or
portion thereof authorized in this paragraph (10) ("Cash"),
on an
averaged or other practicable basis, subject to (i) appropriate adjustments
for
taxes withheld, (ii) such distribution being impermissible or impracticable
with
respect to certain Holders, and (iii) deduction of the Depositary's expenses
in
(1) converting any foreign currency to U.S. dollars by sale or in such other
manner as the Depositary may determine to the extent that it determines that
such conversion may be made on a reasonable basis, (2) transferring foreign
currency or U.S. dollars to the United States by such means as the Depositary
may determine to the extent that it determines that such transfer may be made
on
a reasonable basis, (3) obtaining any approval or license of any governmental
authority required for such conversion or transfer, which is obtainable at
a
reasonable cost and within a reasonable time and (4) making any sale by public
or private means in any commercially reasonable manner. (b) Shares.
(i)
Additional ADRs evidencing whole ADSs representing any Shares available to
the
Depositary resulting from a dividend or free distribution on Deposited
Securities consisting of Shares (a "Share
Distribution")
and
(ii) U.S. dollars available to it resulting from the net proceeds of sales
of
Shares received in a Share Distribution, which Shares would give rise to
fractional ADSs if additional ADRs were issued therefor, as in the case of
Cash.
(c) Rights.
(i)
Warrants or other instruments in the discretion of the Depositary representing
rights to acquire additional ADRs in respect of any rights to subscribe for
additional Shares or rights of any nature available to the Depositary as a
result of a distribution on Deposited Securities ("Rights"),
to
the extent that the Company timely furnishes to the Depositary evidence
satisfactory to the Depositary that the Depositary may lawfully distribute
the
same (the Company has no obligation to so furnish such evidence), or (ii) to
the
extent the Company does not so furnish such evidence and sales of Rights are
practicable, any U.S. dollars available to the Depositary from the net proceeds
of sales of Rights as in the case of Cash, or (iii) to the extent the Company
does not so furnish such evidence and such sales cannot practicably be
accomplished by reason of the nontransferability of the Rights, limited markets
therefor, their short duration or otherwise, nothing (and any Rights may lapse).
(d) Other
Distributions.
(i)
Securities or property available to the Depositary resulting from any
distribution on Deposited Securities other than Cash, Share Distributions and
Rights ("Other
Distributions"),
by
any means that the Depositary may deem equitable and
practicable,
or (ii) to the extent the Depositary deems distribution of such securities
or
property not to be equitable and practicable, any U.S. dollars available to
the
Depositary from the net proceeds of sales of Other Distributions as in the
case
of Cash. (e)Upon receipt by the Depositary or the Custodian of any foreign
currency, if at the time of its receipt such foreign currency can in the
reasonable judgment of the Depositary be converted on a reasonable basis into
U.S. dollars and the resulting U.S. dollars transferred to the United States,
the Depositary shall as promptly as practicable convert or cause to be
converted, such foreign currency into U.S. dollars, and shall distribute such
U.S. dollars to the Holders entitled thereto in accordance herewith. If such
conversion or distribution can be effected only with the approval or license
of
any government or agency thereof, the Depositary shall file such application
for
approval or license as it may reasonably deem desirable. If the Depositary
reasonably determines that such foreign currency is not convertible, in whole
or
in part, on a reasonable basis into U.S. dollars transferable to the United
States, or if any approval or license which is required for such conversion
is
denied or in the reasonable opinion of the Depositary is not obtainable or
is
not obtained within a reasonable period or at a reasonable cost, the Depositary
may distribute all or part of the foreign currency (or an appropriate document
evidencing the right to receive such foreign currency) to, or in its discretion
may hold such foreign currency uninvested and without liability for interest
thereon (and provide Holders with an appropriate document evidencing the right
to receive such foreign currency) for the respective accounts of, the Holders
entitled thereto. (f) Such U.S. dollars available will be distributed by checks
drawn on a bank in the United States for whole dollars and cents (any fractional
cents being withheld without liability for interest and added to future Cash
distributions).
(11)
Record
Dates.
The
Depositary may, after consultation with the Company if practicable, fix one
or
more record dates (which shall be as near as practicable to any corresponding
record date set by the Company) for the determination of the Holders who shall
be entitled to receive any distribution on or in respect of Deposited
Securities, to give instructions for the exercise of any voting rights, to
receive any notice or to act in respect of other matters or for any other matter
hereunder, and only such Holders shall be so entitled or obligated.
(12)
Voting
of Deposited Securities.
As soon
as practicable after receipt from the Company of notice of any meeting or
solicitation of consents or proxies of holders of Shares or other Deposited
Securities, the Depositary shall distribute to Holders a notice stating (a)
such
information as is contained in such notice and any solicitation materials,
(b)
that each Holder on the record date or record dates set by the Depositary
therefor will be entitled to instruct the Depositary as to the exercise of
the
voting rights, if any, pertaining to the Deposited Securities represented by
the
ADSs evidenced by such Holder's ADRs and (c) the manner in which such
instructions may be given, including instructions to give a discretionary proxy
to a person designated by the Company. Upon receipt of instructions of a Holder
on such record date in the manner and on or before the date established by
the
Depositary for such purpose, the Depositary shall endeavor insofar as
practicable and permitted under the provisions of or governing Deposited
Securities to vote or cause to be voted the Deposited Securities represented
by
the ADSs evidenced by such Holder's ADRs in accordance with such instructions.
The Depositary will not itself exercise any voting discretion in respect of
any
Deposited Securities. To the extent such instructions are not so received by
the
Depositary from any Holder on or before the date established by the Depositary
for that purpose, the Depositary shall deem such Holder to have so instructed
the Depositary to vote or cause to be voted the Deposited Securities represented
by the ADSs evidenced by such Holders' ADRs in favor of any proposals or
recommendations of the Company. To accomplish this, the Depositary, on the
deemed instruction of such Holders, shall issue a discretionary proxy to a
person appointed by the Company to vote the Deposited Securities in favor of
any
proposals or recommendations of the Company(including any recommendation by
the
Company to vote the Deposited Securities on any given issue in accordance with
the majority shareholdervote on such issue), provided, however, that no such
instruction shall be deemed given and no discretionary proxy shall be given
with
respect to any matter as to which the Company informs the Depositary (and the
Company agrees to provide such information promptly in writing) that the Company
does not wish such proxy given or if the proposal has, in the discretion of
the
Depositary, a materially adverse effect on the rights of holders of the Shares.
Neither the Depositary nor its agents are responsible for the effect of any
vote.
Notwithstanding
anything to the contrary contained herein, the Depositary shall not be obligated
to give any such deemed instruction unless and until the Depositary has been
provided with an opinion of counsel to the Company, which opinion shall
initially be provided on the signing of the Deposit Agreement, in form and
substance satisfactory to the Depositary, to the effect that (i) such deemed
instruction does not subject the Depositary to any reporting obligations in
the
Grand Duchy of Luxembourg , (ii) such deemed instruction will not result in
a
violation of Luxembourg law, rule, regulation or permit, (iii) the voting
arrangement and proxy as contemplated herein will be given effect under
Luxembourg law, and (iv) the Depositary will not be deemed to be authorized
to
exercise, or in fact exercising, any discretion when voting in accordance with
the terms of this paragraph (12) under Luxembourg law and, the Depositary will
not be subject to any liability under Luxembourg law for losses arising from
the
exercise of the voting arrangements set forth in this paragraph (12). If after
the date such opinion is delivered to the Depositary the Company is advised
by
counsel that there has occurred a change in Luxembourg law such that the
foregoing opinion could no longer be rendered favorably in whole or in part,
the
Company shall promptly notify the Depositary of such change and the Holders
shall thereafter not be deemed to have given any such instruction. The Company
agrees to direct its counsel to inform it of any such changes in Luxembourg
law.
(13)
Changes
Affecting Deposited Securities.
Subject
to paragraphs (4) and (5), the Depositary may, in its discretion, amend this
ADR
or distribute additional or amended ADRs (with or without calling this ADR
for
exchange) or cash, securities or property on the record date set by the
Depositary therefor to reflect any change in par value, split-up, consolidation,
cancellation or other reclassification of Deposited Securities, any Share
Distribution or Other Distribution not distributed to Holders or any cash,
securities or property available to the Depositary in respect of Deposited
Securities from (and the Depositary is hereby authorized to surrender any
Deposited Securities to any person and to sell by public or private sale any
property received in connection with) any recapitalization, reorganization,
merger, consolidation, liquidation, receivership, bankruptcy or sale of all
or
substantially all the assets of the Company, and to the extent the Depositary
does not so amend this ADR or make a distribution to Holders to reflect any
of
the foregoing or the net proceeds thereof, whatever cash, securities or property
results from any of the foregoing shall constitute Deposited Securities and
each
ADS evidenced by this ADR shall automatically represent its pro rata interest
in
the Deposited Securities as then constituted.
(14)
Exoneration.
The
Depositary, the Company, their agents and each of them shall: (a) incur no
liability (i) if law, regulation, the provisions of or governing any Deposited
Securities, act of God, war or other circumstance beyond its control shall
prevent, delay or subject to any civil or criminal penalty any act which the
Deposit Agreement or this ADR provides shall be done or performed by it, or
(ii)
by reason of any exercise or failure to exercise any discretion given it in
the
Deposit Agreement or this ADR; (b) assume no liability except to perform its
obligations to the extent they are specifically set forth in this ADR and the
Deposit Agreement without gross negligence or bad faith; (c) in the case of
the
Depositary and its agents, be under no obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of any Deposited
Securities or this ADR; (d) in the case of the Company and its agents hereunder
be under no obligation to appear in, prosecute or defend any action, suit or
other proceeding in respect of any Deposited Securities or this ADR, which
in
its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense (including fees and disbursements of
counsel) and liability be furnished as often as may be required; or (e) not
be
liable for any action or inaction by it in reliance upon the advice of or
information from legal counsel, accountants, any person presenting Shares for
deposit, any Holder, or any other person believed by it to be competent to
give
such advice or information. The Depositary, its agents and the Company may
rely
and shall be protected in acting upon any written notice, request, direction
or
other document believed by them to be genuine and to have been signed or
presented by the proper party or parties. The Depositary and its agents will
not
be responsible for any failure to carry out any instructions to vote any of
the
Deposited Securities, for the manner in which any such vote is cast or for
the
effect of any such vote. The Depositary and its agents may own and deal in
any
class of securities of the Company and its affiliates and in ADRs. The Company
has agreed to indemnify the Depositary and its agents under certain
circumstances and the Depositary has agreed to indemnify the Company against
losses incurred by the Company to the extent such losses are due to the
negligence or bad faith of the Depositary. Neither the Company nor the
Depositary nor any of their respective agents shall be liable to Holders or
beneficial owners of interests in ADSs for any indirect, special, punitive
or
consequential damages. No disclaimer of liability under the Securities Act
of
1933 is intended by any provision hereof.
(15)
Resignation
and Removal of Depositary; the Custodian.
The
Depositary may resign as Depositary by written notice of its election to do
so
delivered to the Company, or be removed as Depositary by the Company by written
notice of such removal delivered to the Depositary; such resignation or removal
shall take effect upon the appointment of and acceptance by a successor
depositary. The Depositary may appoint substitute or additional Custodians
and
the term "Custodian"
refers
to each Custodian or all Custodians as the context requires.
(16)
Amendment.
Subject
to the last sentence of paragraph (2), the ADRs and the Deposit Agreement may
be
amended by the Company and the Depositary, provided
that any
amendment that imposes or increases any fees or charges (other than stock
transfer or other taxes and other governmental charges, transfer or registration
fees, cable, telex or facsimile transmission costs, delivery costs or other
such
expenses), or that shall otherwise prejudice any substantial existing right
of
Holders, shall become effective 30 days after notice of such amendment shall
have been given to the Holders. Every Holder of an ADR at the time any amendment
to the Deposit Agreement so becomes effective shall be deemed, by continuing
to
hold such ADR, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby. In no event shall any amendment impair
the
right of the Holder of any ADR to surrender such ADR and receive the Deposited
Securities represented thereby, except in order to comply with mandatory
provisions of applicable law. Any amendments or supplements which (i) are
reasonably necessary (as agreed by the Company and the Depositary) in order
for
(a) the ADSs to be registered on Form F-6 under the Securities Act of 1933
or
(b) the ADSs or Shares to be traded solely in electronic book-entry form and
(ii) do not in either such case impose or increase any fees or charges to be
borne by Holders, shall be deemed not to prejudice any substantial rights of
Holders. Notwithstanding the foregoing, if any governmental body should adopt
new laws, rules or regulations which would require amendment or supplement
of
the Deposit Agreement or the form of ADR to ensure compliance therewith, the
Company and the Depositary may amend or supplement the Deposit Agreement and
the
ADR at any time in accordance with such changed rules. Such amendment or
supplement to the Deposit Agreement in such circumstances may become effective
before a notice of such amendment or supplement is given to Holders or within
any other period of time as required for compliance.
(17)
Termination.
The
Depositary may, and shall at the written direction of the Company, terminate
the
Deposit Agreement and this ADR by mailing notice of such termination to the
Holders at least 30 days prior to the date fixed in such notice for such
termination. After the date so fixed for termination, the Depositary and its
agents will perform no further acts under the Deposit Agreement and this ADR,
except to receive and hold (or sell) distributions on Deposited Securities
and
deliver Deposited Securities being withdrawn. As soon as practicable after
the
expiration of six months from the date so fixed for termination, the Depositary
shall sell the Deposited Securities and shall thereafter (as long as it may
lawfully do so) hold in a segregated account the net proceeds of such sales,
together with any other cash then held by it under the Deposit Agreement,
without liability for interest, in trust for the pro rata
benefit
of the Holders of ADRs not theretofore surrendered. After making such sale,
the
Depositary shall be discharged from all obligations in respect of the Deposit
Agreement and this ADR, except to account for such net proceeds and other cash.
After the date so fixed for termination, the Company shall be discharged from
all obligations under the Deposit Agreement except for its obligations to the
Depositary and its agents.
Ziegler,
Ziegler & Associates LLP
Counselors
at Law
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
Telecopier
(212) 319-7605
April
7,
2006
JPMorgan
Chase Bank, N.A., as Depositary
4
New
York Plaza
New
York,
New York 10004
American
Depositary Shares
evidenced
by American Depositary Receipts
for
deposited Shares of
Tenaris
S.A.
Dear
Sirs:
Referring
to the Registration Statement on Form F-6 relating to the above-entitled
American Depositary Shares ("ADSs") evidenced by American Depositary Receipts
("ADRs") each ADS representing two ordinary shares Tenaris S.A. (the "Company"),
a corporation incorporated under the laws of the Grand Duchy of Luxembourg.
Capitalized terms used herein that are not herein defined shall have the
meanings assigned to them in the Deposit Agreement (the “Deposit Agreement”)
appearing, or incorporated by reference, in Exhibit (a)(1) to the Registration
Statement.
In
rendering the opinions set forth herein, we have assumed that (i) the Deposit
Agreement will have been duly authorized, executed and delivered by the Company
and the Depositary and will constitute a valid and legally binding obligation
of
the Company enforceable against it in accordance with its terms, (ii) the
relevant Deposited Securities will have been duly deposited with a Custodian
under and in accordance with all applicable laws and regulations, (iii) that
the
choice of New York law contained in the Deposit Agreement is legal and valid
under the laws of the Grand Duchy of Luxembourg and (iv) that insofar as any
obligation under the Deposit Agreement is to be performed in, or by a party
organized under the laws of, any jurisdiction outside of the United States
of
America, its performance will not be illegal or ineffective in any jurisdiction
by virtue of the law of that jurisdiction.
We
are of
the opinion that the ADSs covered by the Registration Statement, when issued
in
accordance with the terms of the Deposit Agreement, will, when sold, be legally
issued and will entitle the holders thereof to the rights specified in the
Deposit Agreement and the ADRs.
The
foregoing opinion is limited to the Federal laws of the United States and the
laws of the State of New York, and we are expressing no opinion as to the effect
of the laws of any other jurisdiction.
We
hereby
consent to the use of this opinion as Exhibit d of the above-mentioned
Registration Statement. In giving such consent, we do not admit thereby that
we
are within the category of persons whose consent is required under Section
7 of
the Securities Act of 1933, as amended.
Very
truly yours,
/s/Ziegler,
Ziegler & Associates LLP
Certification
under Rule 466
The
depositary, JPMorgan Chase Bank, N.A., represents and certifies the
following:
(1)
That
it previously had filed a registration statement on Form F-6 (Tenaris S.A.
333-100591) that the Commission declared effective, with terms of deposit
identical to the terms of deposit of this registration statement.
(2)
That
its ability to designate the date and time of effectiveness under Rule 466
has
not been suspended.
| JPMORGAN CHASE BANK, N.A., as Depositary | ||
| |
|
|
| By: | /s/ Joseph M. Leinhauser | |
|
Name: Joseph M. Leinhauser |
||
| Title: Vice President | ||