F-6EF 1 e604494_f6ef-israelchem.txt As filed with the Securities and Exchange Commission on October 31, 2008 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 -------------- ISRAEL CHEMICALS LIMITED (Exact name of issuer of deposited securities as specified in its charter) -------------- N/A (Translation of issuer's name in English) -------------- Israel (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 (212) 816-6690 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) -------------- CITIBANK, N.A. - DEPOSITARY RECEIPTS DEPARTMENT 388 Greenwich Street New York, New York 10013 (212) 816-6690 (Name, address, including zip code, and telephone number, including area code of agent for service) ------------------------ Copies to: Herman H. Raspe, 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: |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: CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------ Amount to Proposed Maximum Proposed Maximum Title of Each Class of be Offering Price Per Aggregate Offering Amount of Securities to be Registered Registered Unit* Price** Registration Fee ------------------------------------------------------------------------------------------------------------------------------------ American Depositary Shares each representing one 50,000,000 $5.00 $2,500,000 $98.25 (1) share of common stock of Israel Chemicals ADSs Limited ------------------------------------------------------------------------------------------------------------------------------------
* 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 American Depositary Shares. I-1 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 ----------------------- ---------------------------- 1. Name of Depositary and address of its principal Face of Receipt - Introductory Article executive office 2. Title of Receipts and identity of deposited Face of Receipt - Top center. securities Terms of Deposit: (i) The amount of deposited securities Face of Receipt - Upper right corner. represented by one American Depositary Share ("ADS") (ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs 12, 14 and 17 deposited securities (iii) The procedure for collecting and Face of Receipt - Paragraphs 4 and 8; distributing dividends Reverse of Receipt - Paragraphs 13, 14 and 17 (iv) The procedure for transmitting notices, Reverse of Receipt - Paragraphs 11 and 12 reports and proxy soliciting material (v) The sale or exercise of rights Reverse of Receipt - Paragraphs 13 and 14 (vi) The deposit or sale of securities Face of Receipt - Paragraphs 4 and 8; resulting from dividends, splits or Reverse of Receipt - Paragraphs 13, 14, 16 and 17 plans of reorganization (vii) Amendment, extension or termination of Reverse of Receipt - Paragraphs 18 and 19 (no the deposit arrangements provision for extension) (viii) The rights that holders of Receipts have Face of Receipt - Paragraph 3 to inspect the transfer books of the Depositary and the list of Receipt holders
I-2 (ix) Any restrictions on the right to Face of Receipt - Paragraphs 2, 4, 5, and 6 transfer or withdraw the underlying securities (x) Any limitation on the Depositary's Face of Receipt - Paragraphs 1 and 8; liability Reverse of Receipt - Paragraphs 12, 15 and 17 3. Fees and charges that a holder of Receipts may Reverse of Receipt - Paragraph 20 have to pay, either directly or indirectly Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph 11
Based on the reasonable good faith belief of the Depositary after exercising reasonable diligence, the registrant represents that, as of the date hereof, Israel Chemicals Limited (the "Company") publishes in English the information contemplated in Rule 12g3-2(b) 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.icl-group.com. The information so published by the Company cannot be retrieved from the Commission's internet website, and cannot be inspected or copied at the public reference facilities maintained by the Commission. I-3 PROSPECTUS IN ACCORDANCE WITH GENERAL INSTRUCTIONS III. B OF FORM F-6, THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED AS AN EXHIBIT TO THIS F-6 REGISTRATION STATEMENT CONSTITUTE THE PROSPECTUS RELATING TO THE AMERICAN DEPOSITARY SHARES TO BE ISSUED PURSUANT TO THIS F-6 REGISTRATION STATEMENT. I-4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a) The agreement between Citibank, N.A., as depositary (the "Depositary"), and all holders and beneficial owners from time to time of American Depositary Shares registered hereunder. -- Filed herewith. (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. -- 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 Patterson Belknap Webb & Tyler LLP, counsel for the Depositary, as to the legality of the securities to be registered. -- Filed herewith. (e) Certification under Rule 466. -- Filed herewith. Item 4. UNDERTAKINGS (a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. (b) The Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of a Receipt thirty days before any change in the fee schedule. II-1 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 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 the 30th day of October, 2008. Legal entity created by the agreement set forth in the American Depositary Receipts evidencing American Depositary Shares representing shares of common stock of Israel Chemicals Limited CITIBANK, N.A., as Depositary By: /s/ Susan A. Lucanto ---------------------------- Name: Susan A. Lucanto Title: Vice President II-2 Index of Exhibits Sequentially Exhibit Document Numbered Page ------- -------- ------------- (a) Form of ADR (d) Opinion of Counsel to the Depositary (e) Rule 466 Undertaking