- Securities Registration (ADS, immediate) (F-6EF)
06 Noviembre 2008 - 2:50PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
F-6
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
For
American Deposita
ry
Shares
Evidenced by America
n
Depositary Receipts
Vivendi
S.A.
(Exact
name of Issuer of deposited securities as specified in its
charter)
(Jurisdiction
of
Incorporation or organizat
ion
of
Issuer)
DEUTSCHE
BANK TRUST COMPANY AMERICAS
(Exact
name of depositary as specified in its charter)
60
Wall
Street, New York, New York 10005
Tel.
No.:
(212) 250-9100
(Address,
including zip cod
e,
and
telephone number of dep
ositary's
principal offices)
DEUTSCHE
BANK TRUST COMPANY AMERICAS
60
Wall
Street
New
York,
New York 10005
(212)
250-9100
(Address,
including z
ip
code,
and telephone number
of
agent
for service)
Copy
to:
DEUTSCHE
BANK TRUST COMPANY AMERICAS
60
Wall
Street
New
York,
New York 10005
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
Offering
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
Vivendi
S.A.
|
|
|
50,000,000
|
|
$
|
0.05
|
|
$
|
2,500,000
|
|
$
|
98.25
|
|
(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 such Receipts
evidencing such American Depositary Shares.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
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
|
|
(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
|
|
Articles
(12) and (14)
|
|
(iii)
|
Collection
and distribution of dividends
|
|
Article
(13)
|
|
(iv)
|
Transmission
of notices, reports and proxy soliciting material
|
|
Articles
(11) and (12)
|
|
(v)
|
Sale
or exercise of rights
|
|
Articles
(13) and (14)
|
|
(vi)
|
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
|
|
Articles
(13) and (16)
|
|
(vii)
|
Amendment,
extension or termination of the Deposit Agreement
|
|
Articles
(18) and (19)
|
|
(viii)
|
Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
|
|
Article
(3)
|
|
(ix)
|
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
|
Articles
(1), (2), (4), (6), (15), (16) and (17)
|
|
(x)
|
Limitation
upon the liability of the Depositary
|
|
Introductory
paragraph and Articles (1), (2), (4), (7), (16) and
(17)
|
|
(3)
|
Fees
and Charges
|
|
Article
(20)
|
Item
2. AVAILABLE INFORMATION
|
Item
Number and Caption
|
|
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
(a)
Statement
that as of the date of the establishment of the program for issuance
of
Receipts by the Depositary, the Depositary had a good faith belief
(after
limited investigation), that the issuer of the Deposited Securities
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 (with the location of such Internet
Web
site)
or through an electronic information delivery system generally
available
to the public in its primary trading
market
|
|
Article
(11)
|
Prospectus
THIS
PAGE
AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT (A)
CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS, IN
ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND
EXCHANGE COMMISSION
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3.
EXHIBITS
(a)
Copy
of
Agreement - The Agreement between Deutsche Bank Trust Company Americas, as
depositary (the "Depositary"), and all holders from time to time of American
Depositary Receipts evidencing American Depositary Shares registered hereunder
is contained in the form of the American Depositary Receipt itself, constituting
the Prospectus filed as a part of this Registration Statement.
(b)
Any
other
agreement, to which the Depositary is a party, relating to the issuance of
the
Depositary Shares registered hereby or custody of the deposited securities
represented thereby. - None.
(c)
Any
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. - None.
(d)
Opinion
of counsel to the Depositary as to the legality of the securities to be
registered.
(e)
Certification
under Rule 466.
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 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 amount of fees charged is 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 a Receipt thirty days before
any
change in the fee schedule.
SIGNATURE
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
agreement for the issuance of American Depositary Shares, certifies that it
has
reasonable grounds to believe that all of 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
November
6
,
2008.
Legal
entity created by the agreement for the
issuance
of American Depositary Receipts evidencing
American
Depositary Shares for shares of the
foreign
private issuer whose name is set forth on the
facing
page of this Registration Statement on Form F-6
|
|
|
|
By:
|
DEUTSCHE
BANK TRUST COMPANY
|
|
|
AMERICAS,
Depositary
|
|
|
|
|
By:
|
/s/
James
Kelly
|
|
Name:
|
|
|
Title:
|
Vice
President
|
|
|
|
|
By:
|
/s/
Chris Konopelko
|
|
Name:
|
Chris
Konopelko
|
|
Title:
|
Vice
President
|
INDEX
TO EXHIBITS
|
Exhibit
Number
|
|
|
(a)
|
Form
of ADR
|
|
(d)
|
Opinion
of counsel to the Depositary as to the legality of the securities
to be
registered.
|
|
(e)
|
Rule
466 Certification
|
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