Eni — Regulatory Filings 2017

May 22, 2017

F-6 1 e616185_f6-eni.htm

As filed with the Securities and Exchange Commission on May 22, 2017 Registration No. 333 -

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

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Eni S.p.A.

(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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ITALIAN REPUBLIC

(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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388 Greenwich Street

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

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CT Corporation System

111 Eighth Avenue (13th floor)

New York, New York 10011

(212) 894-8940

(Address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

John O’Connor, Esq. Oderisio de Vito Piscicelli, Esq. Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United Kingdom Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036

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| 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 : ☐

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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 two (2) ordinary shares of Eni S.p.A.	100,000,000 ADSs	$5.00	$5,000,000.00	$579.50

| * | 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 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 this Registration
Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. | |

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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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ii

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PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption — 1.	Name of Depositary and address of its principal executive office		Location in Form of American Depositary Receipt (“ Receipt ”) Filed Herewith as Prospectus — 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), (17) and
(19).
	(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	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Location in Form of American Depositary Receipt (“ Receipt ”) Filed Herewith as Prospectus — Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (8), (9) and (10).
	(x)	Limitation upon the liability of the Depositary	Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (15), (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 is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “ Commission ”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

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PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this 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 Second Amended and Restated Deposit Agreement, by and among Eni S.p.A. (the “ Company ”), Citibank, N.A., as depositary (the “ Depositary ”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“ 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 herewith as Exhibit (d).

(e) Certificate under Rule 466. ___ None.

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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 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.

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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 Second Amended and Restated Deposit Agreement, by and among Eni S.p.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be 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 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 22nd day of May, 2017.

| Legal entity created by the Second 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 two (2) ordinary shares of Eni S.p.A. | |
| --- | --- |
| CITIBANK,
N.A., solely in its capacity as Depositary | |
| By: | /s/ Leslie DeLuca |
| | Name: Leslie DeLuca |
| | Title: Vice President |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Eni S.p.A. 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 on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Rome, Italy, on May 22, 2017.

Eni S.p.A.
By:	/s/ Massimo Mondazzi
	Name: Massimo Mondazzi
	Title: Chief Financial Officer

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on May 9, 2017.

Signature	Title
/s/ Emma Marcegaglia	Chairman of the Board
Name: Emma Marcegaglia Position: Chairman
/s/ Claudio Descalzi	Chief Executive Officer
Name: Claudio Descalzi Position: Chief Executive Officer
/s/ Massimo Mondazzi	Chief Financial Officer (principal financial
Name: Massimo Mondazzi Position: Chief Financial Officer (principal financial
and accounting officer)	and accounting
officer)
/s/ Andrea Gemma	Director
Name: Andrea Gemma Position: Non-executive
Director

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Signature	Title
/s/ Pietro Guindani	Director
Name: Pietro Guindani Position: Non-executive Director
/s/ Karina Litvack	Director
Name: Karina Litvack Position: Non-executive Director
/s/ Alessandro Lorenzi	Director
Name: Alessandro Lorenzi Position: Non-executive Director
/s/ Diva Moriani	Director
Name: Diva Moriani Position: Non-executive Director
/s/ Fabrizio Pagani	Director
Name: Fabrizio Pagani Position: Non-executive Director
/s/ Domenico Trombone	Director
Name: Domenico Trombone Position: Non-executive Director
Authorized Representative in the U.S.	Authorized representative in the U.S.
/s/ Lapo Pistelli
Name: Lapo Pistelli Position: Executive Vice President

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Index to Exhibits

Exhibit	Document
(a)	Form of Second Amended and Restated Deposit Agreement
(d)	Opinion of counsel to the Depositary