Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
25 Novembro 2020 - 6:40PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on November 25, 2020
Registration No. 333-223196
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 Depositary Shares Evidenced by American
Depositary Receipts
___________________
Danone
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
France
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified
in its charter)
383 Madison Avenue, Floor 11, New
York, New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
DanoneWave Public Benefit Corporation
100 Hillside Avenue, 3rd Floor
White Plains, New York 10603
Attention: Stéphane Gayet
Telephone: (914) 815-7812
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
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Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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It is proposed that this filing become
effective under Rule 466
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☒
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immediately
upon filing
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☐
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on
(Date) at (Time)
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If a separate registration statement has
been filed to register the deposited shares, check the following box. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
Securities to be registered
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Amount
to be registered
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Proposed maximum aggregate price per unit (1)
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Proposed maximum
aggregate offering price (2)
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Amount of
registration fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-fifth of one ordinary share of Danone
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n/a
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n/a
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n/a
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n/a
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(1)
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Each unit represents one American Depositary Share.
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(2)
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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 Receipts evidencing American Depositary Shares.
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Pursuant to Rule 429, the Prospectus
contained herein also relates to the American Depositary Shares registered under, and constitutes Post-Effective Amendment No.
1 to each of, Form F-6 Registration Statement Nos. 333-186131 and 333-167288.
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 to the Amendment No. 2 to Deposit Agreement filed as Exhibit (a)(3) to this Post-Effective Amendment to
Registration Statement on Form F-6, which is incorporated herein by reference.
CROSS
REFERENCE SHEET
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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Item Number and Caption
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Location in Form
of American Depositary
Receipt Filed
Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment, extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item
2. AVAILABLE INFORMATION
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Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(a)
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Statement
that Danone publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under
the Securities Exchange Act of 1934 on its Internet Web site (www.danone.com) or through an electronic information delivery
system generally available to the public in its primary trading market.
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Paragraph (8)
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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
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(a)(1)
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Form of Deposit Agreement. Form
of Second Amended and Restated Deposit Agreement dated as of , 2010 among Danone, JPMorgan Chase Bank, N.A., as depositary (the
"Depositary"), and all holders from time to time of ADRs issued thereunder. Previously filed as Exhibit (a) to Registration
Statement No. 333-167288 and incorporated herein by reference.
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(a)(2)
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Form of Amendment No. 1 to Deposit
Agreement. Previously filed as Exhibit (a)(2) to Post-Effective Amendment No. 1 to Registration Statement No. 333-190213 and
incorporated herein by reference.
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(a)(3)
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Form
of Amendment No. 2 to Deposit Agreement, including the form of American Depositary
Receipt, is filed herewith as Exhibit (a)(3).
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(b)
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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.
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(c)
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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.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality
of the securities being registered. Previously filed.
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(e)
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Certification under Rule 466.
Filed herewith as Exhibit (e).
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Item
4. UNDERTAKINGS
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(a)
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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.
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(b)
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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.
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SIGNATURE
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 Post-Effective Amendment 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 November 25, 2020.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Timothy E. Green
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Name:
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Timothy E. Green
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Title:
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Vice President
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Danone 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 to Registration Statement on Form F-6 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Paris, France, on November 25, 2020.
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Danone
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By:
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/s/ Emmanuel Faber
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Name:
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Emmanuel Faber
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Title:
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Chairman of
the Board of Directors, Chief Executive Officer and Director
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Pursuant to the requirements of the
Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the
following persons in the following capacities on November 25, 2020.
SIGNATURES
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Signature
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Title
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/s/ Emmanuel Faber
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Chairman of the Board of Directors, Chief Executive Officer and Director
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Emmanuel Faber
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(Principal Executive Officer)
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/s/ Franck Riboud
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Director and Honorary Chairman
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Franck Riboud
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/s/ Guido Barilla
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Director
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Guido Barilla
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/s/ Frédéric Boutebba
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Director
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Frédéric Boutebba
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/s/ Cécile Cabanis
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Director and Chief Financial Officer
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Cécile Cabanis
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/s/ Gregg L. Engles
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Director
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Gregg L. Engles
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/s/ Clara Gaymard
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Director
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Clara Gaymard
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Director
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Michel Landel
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/s/ Gaëlle Olivier
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Director
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Gaëlle Olivier
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/s/ Benoît Potier
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Director
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Benoît Potier
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/s/ Isabelle Seillier
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Director
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Isabelle Seillier
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Director
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Jean-Michel Severino
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/s/ Virginia A. Stalling
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Director
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Virginia A. Stallings
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/s/ Bettina Theissig
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Director
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Bettina Theissig
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/s/ Serpil Timuray
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Director
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Serpil Timuray
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/s/ Lionel Zinsou-Derlin
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Director
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Lionel Zinsou-Derlin
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/s/ Stéphane Gayet
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Authorized Representative in the United States
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Stéphane Gayet
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INDEX
TO EXHIBITS
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Exhibit
Number
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(a)(3)
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Form
of Amendment No. 2 to Second Amended and Restated Deposit Agreement
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(e)
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Rule 466 certification
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