Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
2017年4月1日 - 4:41AM
Edgar (US Regulatory)
As filed with
the U.S. Securities and Exchange Commission on March 31, 2017
Registration No. 333-194406
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 American Depositary Shares Evidenced
by American Depositary Receipts
___________________
BNP Paribas
(Exact name of issuer of deposited securities
as specified in its charter)
BNP Paribas
(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,
New York 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
BNP Paribas
787 Seventh Avenue
New York, New York 10019
(212) 841-3000
(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
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It is proposed that this filing become
effective under Rule 466
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☒
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immediately upon filing
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☐
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on (Date) at (Time)
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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
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Amount
to be registered
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Proposed maximum aggregate price per unit
(1)
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Proposed maximum
aggregate offering price
(2)
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Amount of
registration fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-half of one ordinary share of BNP Paribas
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n/a
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n/a
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n/a
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n/a
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(1)
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Each unit represents one American Depositary Share.
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(2)
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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.
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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 Third 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
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title
of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited
securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for
voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection and
distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission
of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale or exercise
of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit or sale
of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment, extension
or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights of holders
of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation upon
the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item 2. AVAILABLE INFORMATION
Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(a) Statement that BNP Paribas 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.bnpparibas.com/en/home) or through an electronic information delivery system generally available to the public in its primary trading market.
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Paragraph (8)
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
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(a)
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Form
of Deposit Agreement
. Form of Third Amended and Restated Deposit Agreement dated
as of , 2017 among BNP Paribas, JPMorgan Chase Bank, N.A. as depositary (the "Depositary")
and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"),
including the Form of American Depositary Receipt is filed herewith as Exhibit (a)
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(b)
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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.
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(c)
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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.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality
of the securities being registered
. Previously filed.
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(e)
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Certification
under Rule 466.
Filed herewith as Exhibit (e).
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(f)
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Power of Attorney.
Not applicable.
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Item 4. UNDERTAKINGS
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(a)
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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.
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(b)
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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.
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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 March 31, 2017.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Gregory A. Levendis
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Name:
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Gregory A. Levendis
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Title:
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Executive Director
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, BNP Paribas 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 Paris, France on March 31, 2017.
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BNP Paribas
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By:
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/s/ Jean-Laurent Bonnafé
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Name:
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Jean-Laurent Bonnafé
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Title:
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Chief Executive Officer
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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 March 31,
2017, in the capacities indicated.
SIGNATURES
Signature
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Title
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/s/ Jean
Lemierre
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Chairman of the Board of Directors
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Jean Lemierre
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/s/ Jean-Laurent
Bonnafé
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Chief Executive Officer
and Director
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Jean-Laurent Bonnafé
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/s/ Pierre-André
de Chalendar
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Director
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Pierre-André de Chalendar
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/s/ Monique
Cohen
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Director
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Monique Cohen
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/s/ Wouter
De Ploey
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Director
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Wouter De Ploey
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/s/ Jane
Fields Wicker-Miurin
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Director
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Jane Fields Wicker-Miurin
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/s/ Marion
Guillou
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Director
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Marion Guillou
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/s/ Denis
Kessler
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Director
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Denis Kessler
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/s/ Jean-François
Lepetit
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Director
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Jean-François Lepetit
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/s/ Nicole
Misson
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Director
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Nicole Misson
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/s/
Laurence Parisot
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Director
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Laurence Parisot
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/s/ Daniela
Schwarzer
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Director
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Daniela Schwarzer
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/s/ Michel
Tilmant
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Director
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Michel Tilmant
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/s/ Sandrine
Verrier
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Director
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Sandrine Verrier
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/s/ Philippe
Bordenave
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Chief Operating Officer
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Philippe Bordenave
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/s/
Lars Machenil
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Chief Financial Officer
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Lars Machenil
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and Principal Accounting Officer
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/s/ Jean-Yves
Fillion
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Authorized Representative in the United States
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Jean-Yves Fillion
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INDEX TO EXHIBITS
Exhibit
Number
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(a)
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Form of Third
Amended and Restated Deposit Agreement
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(e)
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Rule 466 Certification
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