As filed with the U.S. Securities and Exchange Commission on February 13, 2015
Registration No. 333- 192032
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
___________________
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)
4 New York Plaza, Floor 12 , New York, NY, 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Jez Moulding
President , North America Pharmaceuticals
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, 44th Floor New York, New York 10022 (212) 319-7600 |
It is proposed that this filing become effective under Rule 466
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 Second Amended and Restated Deposit Agreement filed as Exhibit (a) 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) | 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"). 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. 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 February 13, 2015.
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/ Gregory A. Levendis | ||
Name: | Gregory A. Levendis | ||
Title: | Executive Director | ||
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 February 13, 2015.
SANOFI | |||
By: | /s/ Serge Weinberg | ||
Name: Serge Weinberg | |||
Title: Chief Executive Officer |
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 | Chief Executive Officer and | February 13, 2015 | ||
Serge Weinberg | Chairman (Principal Executive Officer) | |||
/s/ Jérôme Contamine * | Executive Vice President, Finance | February 13, 2015 | ||
Jérôme Contamine | (Principal Financial Officer) | |||
/s/ Laurent Gilhodes * | Vice President, Group Accounting and | February 13, 2015 | ||
Laurent Gilhodes | Asset Valuation (Principal Accounting | |||
Officer) | ||||
/s/ Uwe Bicker * | Director | February 13, 2015 | ||
Uwe Bicker | ||||
/s/ Robert Castaigne * | Director | February 13, 2015 | ||
Robert Castaigne | ||||
Director | , 2015 | |||
Bonnie L. Bassler | ||||
Director | , 2015 | |||
Patrick Kron | ||||
/s/ Jean-René Fourtou * | Director | February 13, 2015 | ||
Jean-René Fourtou |
/s/ Claudie Haigneré * | Director | February 13, 2015 | ||
Claudie Haigneré | ||||
/s/ Igor Landau * | Director | February 13, 2015 | ||
Igor Landau | ||||
/s/ Christian Mulliez * | Director | February 13, 2015 | ||
Christian Mulliez | ||||
/s/ Laurent Attal * | Director | February 13, 2015 | ||
Laurent Attal | ||||
Director | , 2015 | |||
Carole Piwnica | ||||
Director | , 2015 | |||
Fabienne Lecorvaisier | ||||
/s/ Suet-Fern Lee * | Director | February 13, 2015 | ||
Suet-Fern Lee | ||||
/s/ Klaus Pohle * | Director | February 13, 2015 | ||
Klaus Pohle | ||||
/s/ Gérard Van Kemmel * | Director | February 13, 2015 | ||
Gérard Van Kemmel | ||||
/s/ Jez Moulding | Authorized Representative in the | February 13, 2015 | ||
Jez Moulding | United States |
*By: | /s/ Jérôme Contamine | ||||
Name: | Jérôme Contamine | ||||
Title: | Power of Attorney |
INDEX TO EXHIBITS
Exhibit Number | ||
(a) | Form of Deposit Agreement | |
(e) | Rule 466 Certification |