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

 

Item 3. EXHIBITS

 

(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.

 

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 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

  

 

 

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