Unassociated Document
 
As filed with  the Securities and Exchange Commission on December 8, 2015
Registration No. 333 - 200698
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM F-6/A
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
_____________

E.ON SE
(Exact name of issuer of deposited securities as specified in its charter)
_____________

N/A
(Translation of issuer’s name into English)
_____________

Federal Republic of Germany
(Jurisdiction of incorporation or organization of issuer)

CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
_____________

399 Park Avenue
New York, New York  10043
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
_____________
 
E.ON US Corporation
1013 Centre Road Suite 407
Wilmington, DE  19805
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
Mike Bienenfeld, Esq.
Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
 
It is proposed that this filing become effective under Rule 466:
            o  
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
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares (ADS(s)), each ADS representing  the right to receive one (1) ordinary share of E.ON SE.
N/A
N/A
N/A
N/A
 
*
Each unit represents 100 ADSs.
**
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 ADSs.
 
The Registrant hereby amends this Post-Effective Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 
 
This Post-Effective Effective Amendment No. 1 to 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.
 
 
ii
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
Cross Reference Sheet
 
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
     
1. Name of Depositary and address of its principal executive office  
Face of Receipt -  Introductory Article.
       
2. Title of Receipts and identity of deposited securities  
Face of Receipt  - Top Center.
         
Terms of Deposit:
    
     
  (i)
The amount of deposited securities represented by one American Depositary Share ("ADSs")
  
Face of Receipt  - Upper right corner.
         
  (ii)
The procedure for voting, if any, the deposited securities
  
Reverse of Receipt  - Paragraphs (17) and (18).
         
  (iii)
The collection and distribution of dividends
  
Reverse of Receipt - Paragraph (15).
         
  (iv)
The transmission of notices, reports and proxy soliciting material
  
Face of Receipt  - Paragraph (14);
Reverse of Receipt - Paragraph (18).
         
  (v)
The sale or exercise of rights
  
Reverse of Receipt – Paragraphs (15) and (17).
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (15) and (17).
         
  (vii)
Amendment, extension or termination of the deposit agreement
  
Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
         
  (viii)
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
  
Face of Receipt - Paragraph (14).
 
 
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Item Number and Caption  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
         
  (x)
Limitation upon the liability of the Depositary
  
Face of Receipt - Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21).
         
3. Fees and charges which may be imposed directly or indirectly on holders of ADSs  
Face of Receipt - Paragraph (11).
         
Item 2.
AVAILABLE INFORMATION
  
Face of Receipt - Paragraph (14).
 
The Company publishes the information contemplated in Rule 12g3-2(b)(2)(i) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) on its internet website or through an electronic information delivery system generally available to the public in the Company’s primary trading market.  As of the date hereof the Company’s internet website is www.eon.com.  The information so published by the Company may not be in English, except that the Company is required, in order to maintain its exemption from the Exchange Act reporting obligations pursuant to Rule 12g3-2(b), to translate such information into English to the extent contemplated in Rule 12g3-2(b).  The information so published by the Company cannot be retrieved from the internet website of United States Securities and Exchange Commission (the “Commission”), and cannot be inspected or copied at the public reference facilities maintained by the Commission located (as of the date hereof ) at 100 F Street, N.E., Washington, D.C. 20549.
 
 
I-2
 
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Amended and Restated Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.
 
 
I-3
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
 
(a)(i)
Form of Amendment No. 1 to Amended and Restated Deposit Agreement, by and among E.ON SE (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares.  — Filed herewith as Exhibit (a)(i).
 
 
(a)(ii)
Amended and Restated Deposit Agreement, dated as of January 2, 2015, by and among the Company, the Depositary, and the Holders and Beneficial Owners of ADSs issued hereunder.  Filed herewith as Exhibit (a)(ii).

 
(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.  — None.
 
 
(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.  — None.
 
 
(d)
Opinion of counsel for the Depositary as to the legality of the securities to be registered.  — None.
 
 
(e)
Certificate under Rule 466.  — None.
 
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company.  — Set forth on the signature pages hereto.
 
 
II-1
 
 
Item 4.
UNDERTAKINGS
 
 
(a) 
The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of 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.
 
 
(b) 
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.
 
 
II-2
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Amended and Restated Deposit Agreement, dated as of January 2, 2015, by and among E.ON SE, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares issued thereunder, as proposed to be amended by Amendment No. 1 to Amended and Restated 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 Post-Effective Amendment No. 1 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 the 8th day of December, 2015.
 
 
Legal entity created by the Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one (1) ordinary share of E.ON SE
  
     
 
CITIBANK, N.A., solely in its capacity as Depositary
  
       
 
By:
/s/ Leslie Deluca  
    Name: Leslie Deluca  
    Title:   Vice President  
 
 
II-3
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, E.ON SE 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Duesseldorf, Germany, on December 8, 2015.
 
 
E.ON SE
  
       
 
By:
/s/ Karl-Heinz Feldmann  
    Name: Karl-Heinz Feldmann  
    Title:   General Counsel  
       
  By: /s/ Dr. Patrick Wolff  
    Name: Dr. Patrick Wolff  
    Title:   Vice President  
 
 
II-4
 
 
POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Karl-Heinz Feldmann to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on December 8, 2015.
 
Signature
  
Title
     
/s/ Dr. Johannes Teyssen   Chief Executive Officer (CEO) and member of
Dr. Johannes Teyssen
  
the Board of Management
     
/s/ Michael Sen   Chief Financial Officer (CFO), principal
Michael Sen
  
accounting officer and member of the Board of Management
     
/s/ Dr.-Ing. Leonhard Birnbaum  
Member of the Board of Management
Dr.-Ing. Leonhard Birnbaum
    
     
/s/ Klaus Schäfer  
Member of the Board of Management
Klaus Schäfer
    
     
/s/ Dr. Bernhard Reutersberg  
Member of the Board of Management
Dr. Bernhard Reutersberg
    
 
 
II-5
 
 
Signature
  
Title
     
/s/ Denis Brophy  
Authorized Representative in the U.S.
Denis Brophy
    
 
 
II-6
 
 
Index to Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
     
(a)(i)
Form of Amendment No. 1 to Amended and Restated Deposit Agreement
  
     
(a)(ii)
Amended and Restated Deposit Agreement