As filed with the Securities and Exchange Commission on March 9, 2011 333-161399
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 AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
TECHNIP
(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)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Deanna Goodwin
11700 Katy Freeway, #150
Houston, TX 77079
(281) 870-1111
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jonathan Zonis | |
Deutsche Bank Trust Company Americas 60 Wall Street New York, New York 10005 (212) 250-9100 | Clifford Chance US LLP 31 West 52nd Street New York, NY 10019 (212) 878-3250 |
It is proposed that this filing become effective under Rule 466
x immediately upon filing o on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box.o
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 evidenced by American Depositary Receipts, each American Depositary Share representing one-fourth of one ordinary share of Technip | N/A | N/A | N/A | N/A |
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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt ("American Depositary Receipt" or "ADR"), included as Exhibit A to the form of Amendment to Deposit Agreement filed as Exhibit (a)(5) to this Registration Statement and incorporated herein by reference.
Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
CROSS REFERENCE SHEET
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
(1) | Name and address of Depositary | Introductory paragraph | ||
(2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||
Terms of Deposit: | ||||
(i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
(ii) | Procedure for voting, if any, the deposited securities | Paragraph (12) | ||
(iii) | Collection and distribution of dividends | Paragraphs (4), (5), (7) and (10) | ||
(iv) | Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8) and (12) | ||
(v) | Sale or exercise of rights | Paragraphs (4), (5) and (10) | ||
(vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (4), (5), (10) and (13) | ||
(vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (16) and (17) |
(viii) | Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts | Paragraph (3) | ||
(ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), and (5) | ||
(x) | Limitation upon the liability of the Depositary | Paragraph (14) | ||
(3) | Fees and Charges | Paragraph (7) |
Item 2. | AVAILABLE INFORMATION |
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | ||
(b) | Statement that TECHNIP publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934") on its Internet Web site (www.technip.com) or through an electronic information delivery system generally available to the public in its primary trading market. | Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. | EXHIBITS |
(a)(1) | Form of Deposit Agreement. Form of Deposit Agreement among TECHNIP, Deutsche Bank Trust Company Americas, as successor depositary to JPMorgan Chase Bank, N.A. (as successor, the "Depositary"), and all holders from time to time of ADRs issued thereunder (as amended by the amendments set forth below, the "Deposit Agreement"). Previously filed. |
(a)(2) | Form of Amendment No. 1 to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement. Previously filed. |
(a)(3) | Form of Amendment No. 2 to Deposit Agreement. Form of Amendment No. 2 to Deposit Agreement. Previously filed. |
(a)(4) (a)(5) | Form of Supplement and Amendment to Deposit Agreement. Form of Supplement and Amendment to Deposit Agreement. Form of Supplement and Amendment No. 2 to Deposit Agreement. Form of Supplement and Amendment No. 2 to Deposit Agreement including the form of American Depositary Receipt, is filed herewith as Exhibit (a)(5). |
(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 Company in effect at any time within the last three years. – Not Applicable. |
(d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. – Previously filed. |
(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 30 days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among TECHNIP, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts 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 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 March 8, 2011.
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one-fourth of one ordinary share of TECHNIP. | ||||
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | ||||
By: | /s/ Edwin Reyes | |||
Name: | Edwin Reyes | |||
Title: | Managing Director | |||
By: | /s/ James Kelly | |||
Name: | James Kelly | |||
Title: | Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Technip 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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Paris, France on March 8, 2011.
TECHNIP | |||
By: | /s/ Thierry Pilenko | ||
Name: | Thierry Pilenko | ||
Title: | Chairman and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on March 8, 2011.
Signatures | Capacity | |
/s/ Thierry Pilenko | Chairman and Chief Executive Officer | |
Thierry Pilenko | ||
/s/ Julian Waldron | Chief Financial Officer | |
Julian Waldron | ||
/s/ Virginie Duperat-Vergne | Chief Accounting Officer | |
Virginie Duperat-Vergne | ||
/s/ Olivier Appert | Director | |
Olivier Appert | ||
/s/ Pascal Colombani | Director | |
Pascal Colombani | ||
/s/ Marie-Ange Debon | Director | |
Marie-Ange Debon | ||
/s/ Gérard Hauser | Director | |
Gérard Hauser | ||
/s/ Marwan Lahoud | Director | |
Marwan Lahoud | ||
/s/ Daniel Lebègue | Director | |
Daniel Lebègue |
/s/ John O’Leary | Director | |
John O’Leary | ||
/s/ Joseph Rinaldi | Director | |
Joseph Rinaldi | ||
/s/ Bruno Weymuller | Director | |
Bruno Weymuller | ||
/s/ Deanna Goodwin | Authorized Representative in the United States | |
Deanna Goodwin |
INDEX TO EXHIBITS
Exhibit Number
(a)(5) | Form of Supplement and Amendment No. 2 to Deposit Agreement, including form of ADR |
(e) | Rule 466 certification |