As filed with the U.S. Securities and Exchange Commission on November 25, 2020

 

Registration No. 333-223196

 

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

___________________

 

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)

 

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)

____________________

 

DanoneWave Public Benefit Corporation

100 Hillside Avenue, 3rd Floor

White Plains, New York 10603

Attention: Stéphane Gayet

Telephone: (914) 815-7812

(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-fifth of one ordinary share of Danone 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.

 

Pursuant to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under, and constitutes Post-Effective Amendment No. 1 to each of, Form F-6 Registration Statement Nos. 333-186131 and 333-167288.

  

 

 

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 Amendment No. 2 to Deposit Agreement filed as Exhibit (a)(3) 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

 

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 2. AVAILABLE INFORMATION

 

Item Number and Caption

 

Location in Form of American Depositary  

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 Amendment No. 1 to Deposit Agreement. Previously filed as Exhibit (a)(2) to Post-Effective Amendment No. 1 to Registration Statement No. 333-190213 and incorporated herein by reference.

 

(a)(3) Form of Amendment No. 2 to Deposit Agreement, including the form of American Depositary Receipt, is 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 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).

 

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 25, 2020.

   

  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, as amended, 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 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 Paris, France, on November 25, 2020.

  

  Danone
     
  By: /s/ Emmanuel Faber
  Name:  Emmanuel Faber
  Title:

Chairman of the Board of Directors, Chief Executive Officer and Director

  

 

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on November 25, 2020.

 

SIGNATURES

 

Signature   Title
     
/s/ Emmanuel Faber   Chairman of the Board of Directors, Chief Executive Officer and Director
Emmanuel Faber   (Principal Executive Officer)
     
/s/ Franck Riboud   Director and Honorary Chairman
Franck Riboud    
     
/s/ Guido Barilla   Director
Guido Barilla    
     
/s/ Frédéric Boutebba   Director
Frédéric Boutebba    
     
/s/ Cécile Cabanis   Director and Chief Financial Officer
Cécile Cabanis    
     
/s/ Gregg L. Engles   Director
Gregg L. Engles    
     
/s/ Clara Gaymard   Director
Clara Gaymard    

 

 

 

 

     
    Director
Michel Landel    
     
/s/ Gaëlle Olivier   Director
Gaëlle Olivier    
     
/s/ Benoît Potier   Director
Benoît Potier    
     
/s/ Isabelle Seillier   Director
Isabelle Seillier    
     
    Director
Jean-Michel Severino  
     
/s/ Virginia A. Stalling   Director
Virginia A. Stallings    
     
/s/ Bettina Theissig   Director
Bettina Theissig    
     
/s/ Serpil Timuray   Director
Serpil Timuray    
     
/s/ Lionel Zinsou-Derlin   Director
Lionel Zinsou-Derlin    
     
/s/ Stéphane Gayet   Authorized Representative in the United States
Stéphane Gayet    

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit

 Number

   
(a)(3)   Form of Amendment No. 2 to Second Amended and Restated Deposit Agreement

(e)

  Rule 466 certification