Securities Registration (ads, Immediate) (f-6ef)
25 Febrero 2020 - 12:56PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on February 25, 2020
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
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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)
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)
____________________
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:
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Scott A. Ziegler, Esq.
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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
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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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200,000,000
American Depositary Shares
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$0.05
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$10,000,000
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$1298
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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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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 Form F-6 Registration Statement No. 333-194406.
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. 1 to the Third Amended and Restated Deposit Agreement filed as Exhibit (a)(2) to this
Registration Statement, which is incorporated herein by reference.
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS
REFERENCE SHEET
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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
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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)(1)
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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"). Previously
filed.
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(a)(2)
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Form of Amendment No. 1 to Deposit
Agreement. Form of Amendment No. 1 to the Deposit Agreement, including the Form of American Depositary Receipt is 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 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. Filed herewith as Exhibit
(d).
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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in The City of New York, State of New York, on February 25, 2020.
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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/ Timothy E. Green
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Name:
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Timothy E. Green
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Title:
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Vice President
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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 Registration Statement on Form F-6 to be signed
on its behalf by the undersigned, thereunto duly authorized, in Paris, France on February 25, 2020.
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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 Registration Statement on Form F-6 has been signed by the following persons on February 25, 2020, in the capacities indicated.
SIGNATURES
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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/
Jacques Aschenbroich
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Director
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Jacques Aschenbroich
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/s/
Hugues Epaillard
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Director
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Hugues Epaillard
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/s/
Rajna Gibson Brandon
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Director
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Rajna Gibson Brandon
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/s/
Denis Kessler
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Director
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Denis Kessler
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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 and
Principal Accounting Officer
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Lars
Machenil
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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
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Exhibit Number
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(a)(2)
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Form of Amendment No. 1 to Third Amended and Restated Deposit Agreement.
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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 to be registered.
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(e)
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Rule 466 Certification
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