As filed with the U.S. Securities and Exchange Commission on November 19, 2004
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
TURKCELL ILETISIM HIZMETLERI A.S.
(Exact name of issuer of deposited securities as specified in its charter)
Turkcell
(Translation of issuer's name into English)
Turkey
(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)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
Phone: (212) 894-8940
(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
ý 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(1) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee |
||||
|---|---|---|---|---|---|---|---|---|
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 2,500 ordinary shares of Turkcell Iletisim Hizmetleri A.S. | 100,000,000 American Depositary Shares | $0.05 | $5,000,000 | $633.50 | ||||
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit (a)(3) 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 | Paragraphs (7) | ||
| Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|||
|---|---|---|---|---|
| (b) | Statement that Turkcell Iletisim Hizmetleri A.S 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) | ||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| (a)(1) | Form of Deposit Agreement. Form of Deposit Agreement among Turkcell Iletisim Hizmetleri A.S., JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as Exhibit (a) (1) to.Registration Statement No. 333-12172 which is incorporated herein by reference. | ||
(a)(2) |
Form of Amendment to Deposit Agreement. Form of Amendment to Deposit Agreement. Previously filed as Exhibit (a) (2) to.Registration Statement No. 333-12172 which is incorporated herein by reference. |
||
(a)(3) |
Form of ADR. Filed herewith as Exhibit (a)(3). |
||
(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. |
| (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. |
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 November 17, 2004.
| 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, Turkcell Iletisim Hizmetleri A.S. 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 November 17, 2004.
Turkcell Iletisim Hizmetleri A.S. |
||
By: |
/s/ Muzaffer Akpinar |
|
| Name: | Muzaffer Akpinar | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Mr. Muzaffer Akpinar and Mr. Ekrem Tokay, and each of them severally, as his or her true and lawful attorney-in-fact and agent, 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 pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the 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 he or she may or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his 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 registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ Mehmet Emin Karamehmet Mehmet Emin Karamehmet |
Chairman of the Board of Directors | November 17, 2004 | ||
/s/ Muzaffer Akpinar Muzaffer Akpinar |
Chief Executive Officer |
November 17, 2004 |
||
/s/ Ekrem Tokay Ekrem Tokay |
Chief Financial Officer |
November 17, 2004 |
||
Harri Koponen |
Member of the Board of Director |
November 17, 2004 |
||
/s/ Osman Berkmen Osman Berkmen |
Member of the Board of Director |
November 17, 2004 |
||
/s/ Esko Juhani Rykonen Esko Juhani Rykonen |
Member of the Board of Directors |
November 17, 2004 |
||
/s/ Murat Vargi Murat Vargi |
Member of the Board of Directors |
November 17, 2004 |
||
/s/ Aimo Eloholma Aimo Eloholma |
Member of the Board of Directors |
November 17, 2004 |
||
/s/ Donald J. Puglisi Puglisi & Associates By: Donald J. Puglisi |
Authorized Representative in the United States |
November 17, 2004 |
| Exhibit Number |
|
Sequentially Numbered Page |
||
|---|---|---|---|---|
| (a)(3) | Form of ADR | |||
(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 |