As filed with the U.S. Securities and Exchange Commission on October 4, 2021
Registration No. 333-148604
UNITED STATES
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
EVOTEC SE
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Federal Republic of Germany and the European Union
(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: +1-800-990-1135
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Evotec (US) Inc.
303B College Road East
Princeton, NJ 08540
Tel: (732) 329-2355
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
JPMorgan Chase Bank, N.A. New York, New York 10179 Telephone: +1-800-990-1135 | Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151 |
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
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Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit (1) | Proposed aggregate | Amount of registration fee | ||||
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-half (1/2) of one ordinary bearer share of Evotec SE | N/A | N/A | N/A | N/A | ||||
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(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 form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Amendment No. 2 to the Deposit Agreement filed as Exhibit (a)(3) to this Post-Effective Amendment No. 2 to Registration Statement on Form F-6, which is incorporated herein by reference. This Post-Effective Amendment No. 2 to the Registration Statement on Form F-6 is being filed solely (i) to change the ratio of Evotec’s ordinary bearer shares represented by American Depositary Shares so that each American Depositary Share shall represent one-half (1/2) of one ordinary bearer share, (ii) update the Company’s name and incorporation in the European Union and (iii) update the address of the Depositary.
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 and bottom of face of American Depositary Receipt | |
(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 | Paragraphs (6), (11) and (12) | |
(iii) Collection and distribution of dividends | Paragraphs (4), (5), (7), (10) and (11) | |
(iv) Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8), (11) and (12) | |
(v) Sale or exercise of rights | Paragraphs (4), (5), (7) and (10) | |
(vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (3), (4), (5), (7), (10), (11) and (13) | |
(vii) Amendment, extension or termination of the Deposit Agreement | Paragraphs (15), (16) and (17) | |
(viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | Paragraph (3) | |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), (5) and (6) | |
(x) Limitation upon the liability of the Depositary | Paragraphs (14) and (17) | |
(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 | |
Evotec SE (the “Company”) publishes information in English required to maintain the exemption from registration under the Securities Exchange Act of 1934, as amended, afforded by Rule 12g3-2(b) promulgated thereunder on its Internet Web site or through an electronic information delivery system generally available to the public in its primary trading market As of the date hereof, the Company’s internet website is located at www.evotec.com. | Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) | Deposit Agreement. Deposit Agreement, dated as of April 15, 2008 (the “Deposit Agreement”), among Evotec SE (formerly known as Evotec Aktiengesellschaft) (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder. Filed herewith as Exhibit (a)(1). |
(a)(2) | Form of Amendment No. 1 to Deposit Agreement. Form of Amendment No. 1, dated as of December 30, 2010, to the Deposit Agreement, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder. Filed herewith as Exhibit (a)(2). |
(a)(3) | Form of Amendment No. 2 to Deposit Agreement. Form of Amendment No. 2, dated as of October , 2021, to the Deposit Agreement, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder, including the form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(3). |
(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 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). |
(f) | Power of Attorney for certain officers and directors of the Company. Set forth on the signature pages hereto. |
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. |
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 among Evotec SE, JPMorgan Chase Bank, N.A., as depositary, and all Holders from time to time of American Depositary Receipts (“ADRs”) 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 No. 2 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 October 4, 2021.
Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
By: | JPMORGAN CHASE BANK, N.A., as Depositary |
By: | /s/ Timothy E. Green | |||
Name: Timothy E. Green | ||||
Title: Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Evotec SE 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 No. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamburg, Federal Republic of Germany on October 4, 2021.
EVOTEC SE | ||
By: | /s/ Dr. Werner Lanthaler | |
Name: Dr. Werner Lanthaler | ||
Title: Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Werner Lanthaler and Enno Spillner, 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.
Under the requirements of the Securities Act, as amended, this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 has been signed by the following persons on October 4, 2021, in the capacities indicated.
SIGNATURES
Signature | Title | |||
/s/ Dr. Werner Lanthaler Dr. Werner Lanthaler | Chief Executive Officer (principal executive officer) | |||
/s/ Enno Spillner Enno Spillner | Chief Financial Officer (principal financial and accounting officer) | |||
/s/ Dr. Cord Dohrmann Dr. Cord Dohrmann | Chief Scientific Officer |
/s/ Dr. Craig Johnstone Dr. Craig Johnstone | Chief Operating Officer | |||
/s/ Prof. Dr. Iris Löw-Friedrich Prof. Dr. Iris Löw-Friedrich | Chairperson of the Supervisory Board | |||
/s/ Dr. Constanze Ulmer-Eilfort Dr. Constanze Ulmer-Eilfort | Supervisory Board Member | |||
/s/ Dr. Mario Polywka Dr. Mario Polywka | Supervisory Board Member | |||
/s/ Roland Sackers Roland Sackers | Supervisory Board Member | |||
/s/ Kasim Kutay Kasim Kutay | Supervisory Board Member | |||
/s/ Dr. Elaine Sullivan Dr. Elaine Sullivan | Supervisory Board Member |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Evotec SE, has signed this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 in New York, New York, on October 4, 2021.
Authorized U.S. Representative | ||
By: | EVOTEC (US) INC. |
By: | /s/ Dan Rasmussen | |||
Name: Dan Rasmussen | ||||
Title: Vice President, Head of Finance US |
INDEX TO EXHIBITS
Exhibit | ||
(a)(1) | Deposit Agreement, dated as of April 15, 2008 (the “Deposit Agreement”), among Evotec SE (formerly known as Evotec Aktiengesellschaft) (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder. | |
(a)(2) | Form of Amendment No. 1, dated as of December 30, 2010, to the Deposit Agreement, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder. | |
(a)(3) | Form of Amendment No. 2, dated as of October , 2021, to the Deposit Agreement, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder, including the form of ADR attached as Exhibit A thereto. | |
(e) | Rule 466 Certification. |