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.

Ziegler, Ziegler & Associates LLP

570 Lexington Avenue, Suite 2405

New York, New York 10022

(212) 319-7600

 

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. ☐

 

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 one-half of one ordinary share of SANOFI N/A N/A N/A N/A
(1) Each unit represents one American Depositary Share.

(2) 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.

  

 

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   Location in Form of Receipt
Filed Herewith as Prospectus
     
1. Name and address of depositary   Introductory Article
       
2. Title of American Depositary Receipts and identity of deposited securities   Face of Receipt, top center
         
  Terms of Deposit:    
       
  (i) The amount of deposited securities represented by one unit of American Depositary Receipts   Face of Receipt, upper right corner
         
  (ii) The procedure for voting, if any, the deposited securities   Articles 15, 16 and 18
         
  (iii) The collection and distribution of dividends   Articles 4, 12, 13, 15 and 18
         
  (iv) The transmission of notices, reports and proxy soliciting material   Articles 11, 15, 16 and 18
         
  (v) The sale or exercise of rights   Articles 13, 14, 15 and 18
         
  (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization   Articles 12, 13, 15, 17 and 18
         
  (vii) Amendment, extension or termination of the deposit agreement   Articles 20 and 21
         
  (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts   Article 11
         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Articles 2, 3, 4, 5, 6, 8 and 22
         
  (x) Limitation upon the liability of the depositary   Articles 14, 18, 19 and 21
         
3. Fees and Charges   Articles 7 and 8

 

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption

 

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

         
(b) 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.

  Article 11

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1) 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.

 

(a)(2) Form of Amendment No. 1 to Deposit Agreement, including the form of American Depositary Receipt. Filed herewith as Exhibit (a)(2).

 

(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. Previously filed as Exhibit (d) to Registration Statement No. 333-192032 and incorporated herein by reference.

 

(e) Certification under Rule 466. Filed herewith as Exhibit (e).

 

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 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.

  

 

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.

  

  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/ Lisa M. Hayes
  Name:  Lisa M. Hayes
  Title: Vice President

 

 

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.

  

 

SANOFI

   
  By:

/s/ Paul Hudson

  Name:  Paul Hudson
  Title: Chief Executive Officer

 

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   Title   Date
         
/s/ Serge Weinberg   Chairman of the Board   August 4, 2020
Serge Weinberg        
         
/s/ Paul Hudson   Chief Executive Officer   August 4, 2020
Paul Hudson        
         
/s/ Jean-Baptiste Chasseloup de Chatillon   Executive Vice President,   July 23, 2020
Jean-Baptiste Chasseloup de Chatillon   Chief Financial Officer    
         
     Director                  , 2020
Laurent Attal        
         
/s/ Lise Kingo    Director   August 4, 2020
Lise Kingo        

 

 

 

 

         
/s/ Christophe Babule   Director   August 4, 2020
Christophe Babule        
         
/s/ Bernard Charlès   Director   August 4, 2020
Bernard Charlès        
         
    Director                  , 2020
Rachel Duan        
         
/s/ Patrick Kron   Director   August 4, 2020
Patrick Kron        
         
/s/ Fabienne Lecorvaisier   Director   August 4, 2020
Fabienne Lecorvaisier        
         
    Director                  , 2020
Melanie Lee        
         
    Director                  , 2020
Gilles Schnepp        
         
    Director                  , 2020
Marion Palme        
         
    Director                   , 2020
Carole Piwnica        
         
/s/ Christian Senectaire   Director   July 31, 2020
Christian Senectaire        
         
/s/ Diane Souza   Director   July 28, 2020
Diane Souza        
         
    Director                  , 2020
Thomas Südhof        
         
/s/ Thierry Vernier   Authorized Representative in the United States   July 24, 2020
Thierry Vernier        

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number    
     
(a)(2) Form of Amendment No. 1 to Deposit Agreement  
     

(e)

 

Rule 466 Certification

 

 

 

 

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