Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
15 11월 2022 - 3:33AM
Edgar (US Regulatory)
As filed with the
U.S. Securities and Exchange Commission on November 14, 2022
Registration No. 333-253048
UNITED STATES
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
___________________
Technip Energies NV
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
The Netherlands
(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)
____________________
CT Corporation System
28 Liberty Street
New York, NY 10005
Telephone (212) 590-9070
(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 ordinary share of Technip Energies NV |
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") included as
Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is 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 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 Number and Caption |
|
Location in Form of American Depositary
Receipt
Filed Herewith as Prospectus |
| |
|
|
(a) Statement that upon effectiveness of the termination
of Technip Energies NV's reporting requirements under the Exchange Act, the Company shall publish 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.technipenergies.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) | Form of Deposit
Agreement. Form of Amended and Restated Deposit Agreement dated as of ,
2022 among Technip Energies NV, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit
Agreement"), including the Form of American Depositary Receipt, is 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. |
| (e) | Certification
under Rule 466. Filed herewith as Exhibit (e). |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative
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,
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 November 14, 2022.
| |
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/ Timothy E. Green |
| |
Name: |
Timothy E. Green |
| |
Title: |
Vice President |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, Technip Energies NV 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 November 14, 2022.
| |
Technip Energies NV
|
| |
|
| |
By: |
/s/ Bruno Vibert |
| |
Name: |
Bruno Vibert |
| |
Title: |
Chief Financial Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Arnaud Pieton and Bruno Vibert, 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,
this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on November 14, 2022, in
the capacities indicated.
SIGNATURES
| |
|
|
/s/ Arnaud Pieton
Arnaud Pieton |
|
Chief
Executive Officer
(principal executive officer),
Non-Independent Director |
| |
|
/s/ Bruno Vibert
Bruno Vibert |
|
Chief Financial Officer
(principal financial officer and
principal accounting officer) |
| |
|
/s/ Joseph Rinaldi
Joseph Rinaldi |
|
Chairman
of the Board, Independent Director |
| |
|
|
|
|
Independent Director |
| Arnaud Caudoux |
|
|
| |
|
/s/ Marie-Ange Debon
Marie-Ange Debon |
|
Independent Director
|
| |
|
/s/ Simon Eyers
Simon Eyers |
|
Independent Director
|
| |
|
/s/ Alison Goligher
Alison Goligher |
|
Independent Director
|
| |
|
/s/ Didier Houssin
Didier Houssin |
|
Independent Director
|
| |
|
|
/s/ Nello Uccelletti
Nello Uccelletti |
|
Non-Independent Director
|
| |
|
|
Colette Cohen |
|
Independent Director
|
| |
|
|
Francesco Venturini |
|
Independent
Director |
| |
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Under the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Technip Energies NV, has signed this Post-Effective Amendment
to Registration Statement on Form F-6 in Houston, Texas, on November 14, 2022.
| |
By: |
/s/ Jody DeStefanis |
| |
Name: |
Jody DeStefanis |
| |
Title: |
Director of Business Ethics |
INDEX TO EXHIBITS
| Exhibit Number |
|
|
| |
|
|
| (a) |
Form
of Amended and Restated Deposit Agreement. |
|
| |
|
|
| (e) |
Rule
466 Certification |
|
| |
|
|
Technip Energies NV (PK) (USOTC:THNPF)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Technip Energies NV (PK) (USOTC:THNPF)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
