As filed with the Securities and Exchange Commission on May 7, 2008
Registration No. 333-138968
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
Post-Effective Amendment No. 1
to
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
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GENESIS LEASE LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Bermuda
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, N.Y. 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Deutsche Bank Trust Company Americas
ADR Department
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of
agent for service)
Copies to:
Francis Fitzherbert-Brockholes, Esq. Boris Dolgonos, Esq.
White & Case LLP Weil, Gotshal & Manges LLP
5 Old Broad Street 767 Fifth Avenue
London EC2N 1DW New York, NY 10153
+44-20-7532-1000 (212) 310-8000
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time)
If a separate registration statement has been filed to register the deposited
shares, check the following box. [x]
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of each class Amount to be maximum aggregate price maximum aggregate registration
of Securities to be registered registered per unit (1) offering price (2) fee (3)
------------------------------- ------------------- ----------------------- ------------------ ------------
American Depositary Shares 100,000,000 $0.05 $5,000,000.00 $196.50
evidenced by American American Depositary
Depositary Receipts, each Shares
American Depositary Share
representing one common shares,
par value $0.001, of Genesis
Lease Limited
1 For the purpose of this table only the term "unit" is defined as 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 Shares.
3 Registration fees paid in connection with the initial registration of
100,000,000 American Depositary Shares on Registration Statement
No. 333-138968.
The registrant hereby amends this 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 registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the United States Securities and Exchange Commission,
acting pursuant to said Section 8(a) may determine.
This 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.
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The prospectus consists of the proposed form of American Depositary
Receipt ("Receipt" or "American Depositary Receipt") included as Exhibit A to
the form of Deposit Agreement previously filed (Form F-6, file number
333-138968), which form of American Depositary Receipt is incorporated herein by
reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption Incorporated Herein by Reference
----------------------------------------- --------------------------------
1. Name and address of depositary Face of Receipt, introductory
Article
2. Title of American Depositary Receipts Face of Receipt, introductory
and identity of deposited securities Article
Terms of Deposit:
(i) The amount of deposited Face of Receipt, introductory
securities represented by one unit Article, upper right corner
of American Depositary Receipts
(ii) The procedure for voting, if Reverse of Receipt, Article 15
any, the deposited securities
(iii) The procedure for collection Reverse of Receipt, Article 13
and distribution of dividends
(iv) The procedure for Face of Receipt, Article 5,
transmission of notices, reports Reverse of Receipt, Article 15
and proxy soliciting material
(v) The procedure for sale or Reverse of Receipt, Article 13
exercise of rights
(vi) The procedure for deposit or Face of Receipt, Article 3,
sale of securities resulting from Reverse of Receipt, Articles 13
dividends, splits or plans of and 16
reorganization
(vii) The procedure for amendment, Reverse of Receipt, Articles 19,
extension or termination of the 20 and 21 (no provisions for
deposit agreement extensions)
(viii) The procedure for rights of Face of Receipt, Article 12
holders of Receipts to inspect the
transfer books of the depositary
and the list of holders of
Receipts
(ix) Restrictions upon the right Face of Receipt, Articles 2, 4
to transfer or withdraw the and 6
underlying securities
(x) Limitation upon the liability Reverse of Receipt, Articles 13,
of the depositary 17, 18 and 23
3. Fees and Charges Face of Receipt, Article 9
Item - 2. Available Information
Public Reports furnished by issuer Face of Receipt, Article 12
Genesis Lease Limited is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at
100 F Street, N.E., Washington D.C. 20549, and at the principal executive office
of the Depositary.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
(a)(1) Form of Deposit Agreement dated December 19, 2006 (the "Deposit
Agreement") among Genesis Lease Limited (the "Company"),
Deutsche Bank Trust Company Americas, as depositary (the
"Depositary"), and the Holders and Beneficial Owners of American
Depositary Shares evidenced by American Depositary Receipts
issued thereunder to which the Supplemental Agreement relates.
- Previously filed (Form F-6, file number 333-138968) and
incorporated herein by reference.
(a)(2) Supplemental Agreement No. 1 dated May 7, 2008 (the
"Supplemental Agreement") between the Company and the
Depositary. - 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
hereby 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 White & Case LLP, counsel to the Depositary, as to
the legality of the securities being registered. - Previously
filed (Form F-6, file number 333-138968) and incorporated herein
by reference.
(e) Certification under Rule 466. - Not Applicable.
(f)(1) Powers of attorney for certain officers and directors of the
Company. - Previously filed (Form F-6, file number 333-138968)
and incorporated herein by reference.
(f)(2) Powers of attorney for certain officers and directors of the
Company. - Set forth on the signature page 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 30 days before any change in the fee
schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that all the requirements
for filing on Post-Effective Amendment No. 1 to 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, New York, on
May 7, 2008.
Legal entity created by the form of
Deposit Agreement for the issuance of
American Depositary Receipts for common
shares, par value $0.001, of Genesis
Lease Limited
DEUTSCHE BANK TRUST COMPANY AMERICAS,
AS DEPOSITARY
By: /s/ Christopher Konopelko
------------------------------------
Name: Christopher Konopelko
Title: Vice President
By: /s/ James Kelly
------------------------------------
Name: James Kelly
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Genesis
Lease Limited certifies that it has reasonable grounds to believe that all the
requirements for filing on Post-Effective Amendment No. 1 to 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 Shannon, Ireland, on
May 7, 2008.
GENESIS LEASE LIMITED
By: /s/ John McMahon
------------------------------------
Name: John McMahon
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John McMahon and Alan Jenkins, and each
of them, his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments,
including post-effective amendments, and supplements to this registration
statement, and to file or cause to be filed 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, his or her full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes he or she might or could do in person, and hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his or her substitute,
shall do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 7, 2008.
SIGNATURE TITLE
----------------------------------- ----------------------------------------
/s/ John McMahon
----------------------------------- Chief Executive Officer and Director
John McMahon
/s/ Alan Jenkins
----------------------------------- Chief Financial Officer and Chief
Alan Jenkins Accounting Officer
/s/ Paul Dacier
----------------------------------- Director
Paul Dacier
/s/ Michael Gradon
----------------------------------- Director
Michael Gradon
*
----------------------------------- Director
Niall Green
*
----------------------------------- Director
Kenneth Holden
*
----------------------------------- Director
David C. Hurley
*
----------------------------------- Director
Andrew L. Wallace
* By: /s/ John McMahon
------------------------
John McMahon
As Attorney-In-Fact
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly
authorized representative in the United States of Genesis Lease Limited, has
signed this registration statement or amendment thereto in the City of Newark,
Delaware, on May 7, 2008.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
------------------------------------
Name: Donald J. Puglisi
Title: Managing Director
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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(a)(2) Supplemental Agreement - Filed herewith as Exhibit (a)(2).