As filed with the U.S. Securities and Exchange Commission on July 29, 2013
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
Danone
(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)
1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
The Dannon Company, Inc.
100 Hillside Avenue, 3rd Floor
White Plains, New York 10603
Attention Mr. Antoine Remy
Telephone: (914) 872-8784
(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
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 (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-fifth of one ordinary share of Danone | 200,000,000 American Depositary Shares | $0.05 | $10,000,000 | $1364 |
| (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)(2) to this Registration Statement and incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Location in Form of American Depositary | ||||
| Item Number and Caption | 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 | 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 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), and (5) | ||
| (x) | Limitation upon the liability of the Depositary | Paragraph (14) | ||
| (3) | Fees and Charges | Paragraph (7) | ||
Item 2. AVAILABLE INFORMATION
| Location in Form of American Depositary | |||
| Item Number and Caption | Receipt Filed Herewith as Prospectus | ||
| (a) | Statement that Danone publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.danone.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 Second Amended and Restated Deposit Agreement dated as of , 2010 among Danone, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder. Previously filed as Exhibit (a) to Registration Statement No. 333-167288 and incorporated herein by reference. |
| (a)(2) | 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. Filed herewith as Exhibit (d). |
| (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. |
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, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on
July 29, 2013.
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 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Danone 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paris, France, on July 26, 2013.
| Danone | ||
| By: | /s/ Franck Riboud | |
| Name: | Franck Riboud | |
| Title: | Chairman of the Board of Directors, Chief Executive Officer and Director | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on July 26, 2013, in the capacities indicated.
SIGNATURES
| Signature | Title | |
| /s/ Franck Riboud | Chairman of the Board of Directors, Chief Executive Officer and | |
| Franck Riboud | Director (Principal Executive Officer) | |
| /s/ Emmanuel Faber | Vice-Chairman of the Board of Directors, Deputy General Manager and Director | |
| Emmanuel Faber | ||
| /s/ Bernard Hours | Vice-Chairman of Board of Directors, Deputy General Manager and Director | |
| Bernard Hours | ||
| Independent Director | ||
| Bruno Bonnell | ||
| /s/ Richard Goblet d'Alviella | Independent Director | |
| Richard Goblet d'Alviella | ||
| /s/ Jacques-Antoine Granjon | Independent Director | |
| Jacques-Antoine Granjon | ||
| /s/ Jean Laurent | Independent Director | |
| Jean Laurent | ||
/s/ Benoît Potier | Independent Director | |
| Benoît Potier | ||
| /s/ Isabelle Seillier | Director | |
| Isabelle Seillier | ||
| /s/ Mouna Sepehri | Independent Director | |
| Mouna Sepehri | ||
| Independent Director | ||
| Jean-Michel Severino | ||
| /s/ Virginia A. Stallings | Independent Director | |
| Virginia A. Stallings | ||
| /s/ Jacques Vincent | Director | |
| Jacques Vincent | ||
/s/ Pierre-André Terisse | Chief Financial Officer | |
| Pierre-André Terisse | ||
| /s/ Antoine Remy | Authorized Representative in the U.S. | |
| Antoine Remy | ||
INDEX TO EXHIBITS
Exhibit Number | ||
| (a)(2) | Form of ADR | |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. | |
| (e) | Rule 466 certification |