As filed with the Securities and Exchange Commission on December [9], 2002
Registration No. 333 - 100216
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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TeliaSonera AB
(formerly known as "Telia AB")
(Exact name of issuer of deposited securities as specified in its charter)
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N/A
(Translation of issuer's name into English)
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Sweden
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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111 Wall Street
New York, New York 10043
(212) 657-5100
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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Telia International Carrier, Inc.
10780 Parkridge Boulevard, Suite 300
Reston, Virginia 20191
(713) 546-4000
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Petri Haussila, Esq. Herman H. Raspe, Esq.
White & Case LLP Patterson, Belknap, Webb & Tyler LLP
Etelaranta 14 1133 Avenue of the Americas
FIN-00130 Helsinki New York, New York 10036
Finland
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It is proposed that this filing become effective under Rule 466:
|X| 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|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each N/A N/A N/A N/A
representing five (5) ordinary
shares, nominal value SEK 3.20 per
share, of TeliaSonera AB
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* Each unit represents 100 American Depositary Shares.
** 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 receipts evidencing American Depositary Shares.
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This Post-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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
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 Face of Receipt - Upper right corner.
one American Depositary Share
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraph (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14), (16) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (5),
the underlying securities (6), (7), (9) and (10).
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company 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 Judiciary
Plaza, 450 Fifth Street, N.W. (Room 1024), Washington D.C. 20549, and at the
principal executive office of the depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to
this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is
incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement, by and among TeliaSonera AB (formerly
known as "Telia AB"), (the "Company"), Citibank, N.A., as depositary
(the "Depositary"), and all Holders and Beneficial Owners of
American Depositary Shares evidenced by the American Depositary
Receipts issued thereunder (the "Deposit Agreement"). -- Filed
herewith as Exhibit (a).
(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. -- Filed as Exhibit (d) to the
Registration Statement on Form F-6 (Reg. No. 333-100216), previously
filed with the Commission on October 1, 2002.
(e) Certificate under Rule 466. -- Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages to the Registration Statement on Form F-6 (Reg. No.
333-100216), previously filed with the Commission on October 1,
2002.
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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
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 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 a Receipt thirty (30) days before any
change in the fee schedule.
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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 form
of Deposit Agreement, by and among TeliaSonera AB, Citibank, N.A., as
depositary, and all Holders and Beneficial Owners from time to time of American
Depositary Shares evidenced by American Depositary Receipts issued thereunder,
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 9th day of December, 2002.
Legal entity created by the form of Deposit
Agreement for the issuance of American
Depositary Receipts evidencing American
Depositary Shares, each representing five
(5) ordinary shares, nominal value SEK 3.20
per share, of TeliaSonera AB.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susan A. Lucanto
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Name: Susan A. Lucanto
Title: Vice President
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended,
TeliaSonera AB 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 Stockholm, Sweden, on December 9, 2002.
TELIASONERA AB
(formerly known as "Telia AB")
By: /s/ Anders Igel
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Name: Anders Igel
Title: President and Chief Executive
Officer
By: /s/ Kim Ignatius
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Name: Kim Ignatius
Title: Chief Financial Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anders Igel and Jan Henrik
Ahrnell 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 Post-Effective Amendment No.
1 to 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 9,
2002.
Signature Title
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/s/ Anders Igel President and Chief Executive Officer
---------------------------------- (Principal Executive Officer)
Name: Anders Igel
/s/ Kim Ignatius Chief Financial Officer
---------------------------------- (Principal Financial Officer and
Name: Kim Ignatius Principal Accounting Officer)
Chairman of the Board of Directors
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Name: Tapio Hintikka
/s/ Lars-Eric Petersson Deputy Chairman of the Board of Directors
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Name: Lars-Eric Petersson
/s/ Carl Bennet Member of the Board of Directors
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Name: Carl Bennet
/s/ Ingvar Carlsson Member of the Board of Directors
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Name: Ingvar Carlsson
Member of the Board of Directors
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Name: Eva Liljebom
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Signature Title
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/s/ Caroline Sundewall Member of the Board of Directors
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Name: Caroline Sundewall
Member of the Board of Directors
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Name: Roger Talermo
Member of the Board of Directors
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Name: Tom von Weymarn
/s/ Berith Westman Member of the Board of Directors
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Name: Berith Westman
/s/ Elof Isaksson Member of the Board of Directors
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Name: Elof Isaksson
Member of the Board of Directors
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Name: Yvonne Karlsson
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITES STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of Telia AB, has signed this
registration statement on December 9, 2002.
/s/ Brian McHugh Authorized Representative in the U.S.
----------------------------------
Name: Brian McHugh
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Index to Exhibits
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Sequentially
Exhibit Document Numbered Page
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(a) Form of Deposit Agreement
(e) Certificate under Rule 466