Securities Registration (ads, Immediate) (f-6ef)
July 31 2019 - 03:51PM
Edgar (US Regulatory)
As filed with the United States Securities and Exchange Commission
on July 31, 2019
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY
AMERICAN
DEPOSITARY RECEIPTS
KONINKLIJKE DSM
N.V.
(Exact name of issuer of deposited securities
as specified in its charter)
ROYAL DSM N.V.
(Translation of issuer’s name into
English)
The Netherlands
(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)
Corporation
Service Company
251 Little Falls Drive
Wilmington, Delaware 19808
(302) 636-5400, ext. 63235
(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:
|
x
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*
|
Proposed Maximum
Aggregate Offering Price**
|
Amount of
Registration Fee
|
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-fourth of one ordinary share of Koninklijke DSM N.V.
|
50,000,000
|
$0.05
|
$2,500,000
|
$303.00
|
*
|
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.
|
Explanatory Note
This Registration Statement on Form F-6 is being filed and
the ADSs are being registered in order to accommodate the issuance of additional ADSs upon the deposit of ordinary shares of Koninklijke
DSM N.V.
This Registration Statement 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 the form of which is filed as Exhibit (a)(2) to this Registration Statement
on Form F-6 and 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 (“Receipt”)
Filed Herewith as Prospectus
|
|
|
|
|
1.
|
Name of depositary and address of its principal executive office
|
|
Face of Receipt, Introductory article and bottom center
|
|
|
|
|
2.
|
Title of Receipts and identity of deposited securities
|
|
Face of Receipt, Top center
|
|
|
|
|
|
Terms of Deposit:
|
|
|
|
|
|
|
|
|
(i)
|
The amount of deposited securities represented by one American Depositary Share
|
|
Face of Receipt, Upper right corner
|
|
|
|
|
|
|
(ii)
|
The procedure for voting, if any, the deposited securities
|
|
Paragraph (15)
|
|
|
|
|
|
|
(iii)
|
The collection and distribution of dividends
|
|
Paragraph (13)
|
|
|
|
|
|
|
(iv)
|
The transmission of notices, reports and proxy soliciting material
|
|
Paragraphs (12), (14) and (15)
|
|
|
|
|
|
|
(v)
|
The sale or exercise of rights
|
|
Paragraphs (2), (6), (13), (16) and (21)
|
|
|
|
|
|
|
(vi)
|
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
|
|
Paragraphs (13) and (16)
|
|
|
|
|
|
|
(vii)
|
Amendment, extension or termination of the deposit arrangements
|
|
Paragraphs (20) and (21) (no provision for extensions)
|
|
|
|
|
|
|
(viii)
|
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
|
|
Paragraph (12)
|
|
|
|
|
|
|
(ix)
|
Restrictions upon the right to deposit or withdraw the underlying securities
|
|
Paragraphs (2), (3) and (4)
|
|
|
|
|
|
|
(x)
|
Limitation upon the liability of the depositary
|
|
Paragraphs (6), (10), (15), (16), (17), (18) and (21)
|
|
|
|
|
3.
|
Fees and charges which may be imposed directly or indirectly against holders of Receipts
|
|
Paragraph (9)
|
|
|
|
|
|
Item 2. AVAILABLE
INFORMATION
|
Paragraph (12)
|
(a) As set forth in Paragraph (12) of the
Form of Receipt constituting the prospectus included herein, Koninklijke DSM N.V. 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.dsm.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
|
(a)(1)
|
Form of Second Amended
and Restated Deposit Agreement, dated as of July 9, 2012, by and among Koninklijke DSM N.V., Deutsche Bank Trust Company Americas,
as depositary (the “
Depositary
”), and all Holders from time to time of American Depositary Shares evidenced
by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt). – Previously filed
as Exhibit (a) to the Registration Statement on Form F-6 (No. 333-182397) filed with the Securities and Exchange Commission on
June 28, 2012 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 Company in effect at any time within the last three years.
– Not Applicable.
|
|
(d)
|
Opinion of 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).
|
|
(f)
|
Powers of Attorney for
certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.
|
|
(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
30 days before any change in the fee schedule.
|
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 Second Amended and Restated Deposit
Agreement, by and among Koninklijke DSM N.V., 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 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 July 31, 2019.
|
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one-fourth of one ordinary share of Koninklijke DSM N.V.
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
|
|
|
|
|
|
By:
|
/s/ Jean Paul Simoes
|
|
|
|
Name:
|
Jean Paul Simoes
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
By:
|
/s/ Michael Curran
|
|
|
|
Name:
|
Michael Curran
|
|
|
|
Title:
|
Vice President
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Koninklijke DSM N.V. 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 or amendment
to be signed on its behalf by the undersigned, thereunto duly authorized, in Heerlen, the Netherlands on July 31, 2019.
|
Koninklijke DSM N.V.
|
|
|
|
|
|
|
By:
|
/s/ Feike Sijbesma
|
|
|
Name:
|
Feike Sijbesma
|
|
|
Title:
|
Group Chief Executive
|
|
Know all persons by these presents that
each person whose signature appears below constitutes and appoints Feike Sijbesma, his or her true lawful attorneys-in-fact and
agent 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 agent, 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 registration statement or amendment has been signed by the
following persons in the capacities indicated on July 31, 2019.
|
Signatures
|
|
Capacity
|
|
|
|
|
|
|
|
/s/ Feike Sijbesma
|
|
Chairman of the Board of Directors and
|
|
|
Feike Sijbesma
|
|
Group Chief
Executive
|
|
|
|
|
|
|
|
/s/ Geraldine Matchett
|
|
Chief Financial Officer and
|
|
|
Geraldine Matchett
|
|
Member of
the Board of Directors
|
|
|
|
|
|
|
|
/s/ Dimitri de Vreeze
|
|
Member of the Board of Directors
|
|
|
Dimitri de Vreeze
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned,
the duly authorized representative in the United States of Koninklijke DSM N.V., has signed this registration statement in New
York, New York, United States of America on July 31, 2019.
|
DSM North America Inc.
|
|
|
|
|
|
By:
|
/s/ Hugh Welsh
|
|
|
|
Name:
|
Hugh Welsh
|
|
|
|
Title:
|
President General Counsel
|
|
INDEX TO EXHIBITS
Exhibit Number
|
|
(a)(2)
|
Form of American Depositary Receipt
|
|
(d)
|
Opinion of Counsel
|
|
(e)
|
Rule 466 Certification
|
Royal DSM NV (QX) (USOTC:RDSMY)
Historical Stock Chart
From Feb 2024 to Mar 2024
Royal DSM NV (QX) (USOTC:RDSMY)
Historical Stock Chart
From Mar 2023 to Mar 2024