Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
April 13 2018 - 03:24PM
Edgar (US Regulatory)
As filed with the United States Securities and Exchange Commission on April 13, 2018
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333-188759
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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
Genmab A/S
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer’s name into English)
Denmark
(Jurisdiction of incorporation or organization
of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter
)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone
number, including area code, of depositary’s principal executive offices)
Genmab US, Inc.
902 Carnegie Center, Suite 301
Princeton, NJ 08540, USA
(609) 430 2481
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
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 ___at ___ a.m. (EST)
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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*
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Proposed Maximum
Aggregate Offering Price**
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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-tenth of one ordinary
share of Genmab A/S
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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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* Each
unit represents one American Depositary Share.
** 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 receipts evidencing American Depositary
Shares.
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This Post-Effective Amendment to Registration
Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such
counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The prospectus consists of the proposed
form of American Depositary Receipt, included as Exhibit A to the form of Amendment No. 1 to the Deposit Agreement filed as Exhibit
(a)(2) to this Post-Effective Amendment to Registration Statement on Form F-6 and incorporated herein by reference.
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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CROSS REFERENCE SHEET
Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1.
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Name of depositary
and address of its principal executive office
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Face of Receipt, Introductory article and bottom center
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt, Top center
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Terms
of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share
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Face of Receipt, Upper right corner
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(ii)
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The procedure for voting, if
any, the deposited securities
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Paragraph (15)
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(iii)
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The collection and distribution
of dividends
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Paragraph (13)
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Paragraphs (12), (14) and (15)
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(v)
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The sale or exercise of rights
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Paragraphs (2), (6), (13), (16) and (21)
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(vi)
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The deposit or sale of securities
resulting from dividends, splits or plans of reorganization
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Paragraphs (13) and (16)
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(vii)
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Amendment, extension or termination
of the deposit arrangements
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Paragraphs (20) and (21) (no provision for extensions)
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(viii)
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Rights of holders of Receipts
to inspect the transfer books of the depositary and the list of holders of Receipts
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Paragraph (12)
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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 (2), (3) and (4)
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(x)
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Limitation upon the liability
of the depositary
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Paragraphs (6), (10), (15), (16), (17), (18) and (21)
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3.
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Fees and charges which may be imposed directly or indirectly against holders of Receipts
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Paragraph (9)
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I
tem 2. AVAILABLE INFORMATION
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Paragraph (12)
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(a) As set forth in
Paragraph (12) of the Form of Receipt constituting the prospectus included herein, Genmab A/S publishes information in English
required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended
(the "Securities Exchange Act of 1934") on its Internet Web site (http://www.genmab.com) or through an electronic information
delivery system generally available to the public in its primary trading market.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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(a)(1)
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Form of Deposit Agreement,
dated as of , 2013, by and among Genmab A/S, Deutsche Bank Trust Company Americas, as
depositary (the “
Depositary
”), and all Holders and Beneficial Owners
from time to time of American Depositary Shares evidenced by American Depositary Receipts
issued thereunder. Previously filed.
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(a)(2)
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Form of Amendment to Deposit
Agreement (including the form of American Depositary Receipt to be issued thereunder,
attached as Exhibit A thereto). – Filed herewith as Exhibit (a)(2).
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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 Company
in effect at any time within the last three years. – Not Applicable.
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(d)
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Opinion of 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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Powers of Attorney for certain officers and directors and the authorized representative of the
Company. – Set forth on the signature pages hereto.
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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 30 days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit
Agreement, by and among Genmab A/S, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of
American Depositary Shares evidenced by American Depositary Receipts 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 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 April 13, 2018.
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Legal
entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American
Depositary Shares, each representing one-tenth of one ordinary share of Genmab A/S.
Deutsche Bank Trust
Company Americas, solely in its capacity as Depositary
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By:
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/s/ Michael Curran
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Name: Michael Curran
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Title: Vice President
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By:
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/s/ Michael Fitzpatrick
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Name: Michael Fitzpatrick
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Title: Vice President
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SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, Genmab A/S 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 Kingdom of Denmark on April 13, 2018.
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Genmab A/S
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By:
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/s/ Prof. Jan G. J. van de Winkel, Ph.D.
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Name:
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Prof. Jan G. J. van de Winkel, Ph.D.
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Title:
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President and Chief Executive Officer
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Know all persons by
these presents that each person whose signature appears below constitutes and appoints Prof. Jan G. J. van de Winkel, Ph.D. and
David A. Eatwell, jointly and severally, his or her true lawful attorneys-in-fact and agents with full and several power of substitution
and resubstitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments and supplements to this Registration Statement and any registration statements pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, relating thereto, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 capacities indicated on April 13, 2018.
Signature
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Title
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/s/ Mats Pettersson
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Chairman
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Mats Pettersson
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/s/ Anders Gersel Pedersen, M.D.,
Ph.D.
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Deputy Chairman
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Anders Gersel Pedersen, M.D., Ph.D.
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/s/ Prof. Jan G. J. van de Winkel,
Ph.D.
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President and
Chief Executive Officer
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Prof. Jan G. J. van de Winkel, Ph.D.
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/s/ David A. Eatwell
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Chief Financial
Officer and Authorized Representative in the United States
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David A. Eatwell
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/s/ Deirdre P. Connelly
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Director
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Deirdre P. Connelly
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/s/ Pernille Erenbjerg
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Director
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Pernille Erenbjerg
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/s/ Paolo Paoletti, M.D.
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Director
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Paolo Paoletti, M.D.
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/s/ Peter Storm Kristensen
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Director
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Peter Storm Kristensen
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/s/ Rolf Hoffmann
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Director
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Rolf Hoffmann
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/s/ Rick Hibbert, MBA, Ph.D.
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Director
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Rick Hibbert, MBA, Ph.D.
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/s/ Daniel J. Bruno
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Director
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Daniel J. Bruno
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INDEX TO EXHIBITS
Exhibit Number
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(a)(2)
Form of Amendment No. 1 to Deposit Agreement
(e)
Rule 466 Certification
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