Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
August 04 2020 - 02:51PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on August 4, 2020
Registration
No. 333-192032
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
SANOFI
(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)
____________________
Sanofi-Aventis
U.S. LLC
55 Corporate
Drive
Bridgewater,
New Jersey 08807
Telephone:
(908) 981-5700
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
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
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-half of one ordinary share of SANOFI
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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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PART
I
INFORMATION
REQUIRED IN PROSPECTUS
The
Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”)
filed as Exhibit A to the form of Amendment No. 1 to the Second Amended and Restated Deposit Agreement filed as Exhibit (a)(2)
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
Item Number and Caption
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Location in Form of Receipt
Filed Herewith as Prospectus
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1.
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Name and address of depositary
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Introductory Article
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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 Receipt, top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one unit of American Depositary Receipts
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Face of Receipt, upper right corner
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(ii)
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The procedure for voting, if any, the deposited securities
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Articles 15, 16 and 18
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(iii)
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The collection and distribution of dividends
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Articles 4, 12, 13, 15 and 18
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Articles 11, 15, 16 and 18
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(v)
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The sale or exercise of rights
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Articles 13, 14, 15 and 18
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Articles 12, 13, 15, 17 and 18
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(vii)
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Amendment, extension or termination of the deposit agreement
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Articles 20 and 21
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(viii)
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Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
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Article 11
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Articles 2, 3, 4, 5, 6, 8 and 22
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(x)
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Limitation upon the liability of the depositary
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Articles 14, 18, 19 and 21
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3.
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Fees and Charges
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Articles 7 and 8
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Item
2. AVAILABLE INFORMATION
Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(b)
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Statement that Sanofi is
subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, 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.
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Article 11
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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 ,
2015 among Sanofi, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement").
Previously filed as Exhibit (a) to Post-Effective Amendment No. 1 to Registration Statement
No. 333-192032 and incorporated herein by reference.
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(a)(2)
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Form
of Amendment No. 1 to Deposit Agreement, including the form of American Depositary
Receipt. Filed herewith as Exhibit (a)(2).
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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 as Exhibit
(d) to Registration Statement No. 333-192032 and incorporated herein by reference.
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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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SIGNATURES
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 August 4, 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/ Lisa M. Hayes
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Name:
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Lisa M. Hayes
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Title:
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Vice President
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Pursuant
to the requirements of the Securities Act of 1933, SANOFI 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, on August 4, 2020.
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SANOFI
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By:
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/s/
Paul Hudson
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Name:
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Paul Hudson
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Title:
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Chief Executive Officer
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POWERS
OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Paul Hudson and Jean-Baptiste Chasseloup de Chatillon,
and each of them, his or her true and lawful attorneys-in-fact and agents, each 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 or all amendments (including post-effective
amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities
Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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 to Registration Statement on Form F-6 has been signed by the following persons
in the capacities and on the dates indicated:
Signatures
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Title
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Date
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/s/
Serge Weinberg
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Chairman of
the Board
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August 4,
2020
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Serge Weinberg
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/s/
Paul Hudson
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Chief Executive
Officer
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August 4,
2020
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Paul Hudson
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/s/
Jean-Baptiste Chasseloup de Chatillon
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Executive
Vice President,
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July 23, 2020
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Jean-Baptiste
Chasseloup de Chatillon
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Chief Financial
Officer
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Director
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,
2020
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Laurent Attal
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/s/
Lise Kingo
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Director
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August 4,
2020
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Lise Kingo
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/s/
Christophe Babule
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Director
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August 4,
2020
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Christophe Babule
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/s/
Bernard Charlès
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Director
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August 4,
2020
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Bernard Charlès
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Director
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,
2020
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Rachel Duan
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/s/
Patrick Kron
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Director
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August 4,
2020
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Patrick Kron
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/s/
Fabienne Lecorvaisier
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Director
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August 4,
2020
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Fabienne Lecorvaisier
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Director
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,
2020
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Melanie Lee
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Director
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,
2020
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Gilles Schnepp
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Director
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,
2020
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Marion Palme
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Director
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,
2020
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Carole Piwnica
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/s/
Christian Senectaire
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Director
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July 31, 2020
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Christian
Senectaire
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/s/
Diane Souza
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Director
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July 28, 2020
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Diane Souza
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Director
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,
2020
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Thomas Südhof
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/s/
Thierry Vernier
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Authorized
Representative in the United States
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July 24, 2020
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Thierry Vernier
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INDEX
TO EXHIBITS
Exhibit Number
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(a)(2)
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Form
of Amendment No. 1 to Deposit Agreement
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(e)
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Rule 466 Certification
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