F-6 POS 1 e608161_f6pos-technip.htm Unassociated Document
 
As filed with the Securities and Exchange Commission on March 9, 2011 333-161399


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
 
TECHNIP
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
 
France
(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)
 
Deanna Goodwin
11700 Katy Freeway, #150
Houston, TX 77079
(281) 870-1111
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
 
Jonathan Zonis
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
Clifford Chance US LLP
31 West 52nd Street
New York, NY 10019
(212) 878-3250

It is proposed that this filing become effective under Rule 466
x immediately upon filing                                                o on (Date) at (Time)
 
If a separate registration statement has been filed to register the deposited shares, check the following box.o
 
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 Technip
N/A
N/A
N/A
N/A
 
 
 

 
 
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 ("American Depositary Receipt" or "ADR"), included as Exhibit A to the form of Amendment to Deposit Agreement filed as Exhibit (a)(5) to this Registration Statement and 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 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
 
Paragraph (12)
  (iii)
Collection and distribution of dividends
 
Paragraphs  (4), (5), (7) and (10)
  (iv)
Transmission of notices, reports and proxy soliciting material
 
Paragraphs (3), (8) and (12)
  (v)
Sale or exercise of rights
 
Paragraphs (4), (5) and (10)
  (vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (4), (5), (10) and (13)
  (vii) 
Amendment, extension or termination of the Deposit Agreement
 
Paragraphs (16) and (17)
  (viii)
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
 
Paragraph (3)
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (1), (2), (4),  and (5)
  (x)
Limitation upon the liability of the Depositary
 
Paragraph (14)
(3) 
Fees and Charges
 
Paragraph (7)
 
Item 2.
AVAILABLE INFORMATION
 
Item Number and Caption
 
Location in Form of American Depositary  Receipt Filed Herewith as Prospectus
       
(b)
Statement that TECHNIP 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 (www.technip.com) or through an electronic information delivery system generally available to the public in its primary trading market.
 
Paragraph (8)
 
 
 

 
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a)(1)
Form of Deposit Agreement.  Form of Deposit Agreement among TECHNIP, Deutsche Bank Trust Company Americas, as successor depositary to JPMorgan Chase Bank, N.A. (as successor, the "Depositary"), and all holders from time to time of ADRs issued thereunder (as amended by the amendments set forth below, the "Deposit Agreement").  Previously filed.
 
(a)(2)
Form of Amendment No. 1 to Deposit Agreement.  Form of Amendment No. 1 to Deposit Agreement.  Previously filed.
 
(a)(3)
Form of Amendment No. 2 to Deposit Agreement.  Form of Amendment No. 2 to Deposit Agreement. Previously filed.
 
(a)(4)
 
(a)(5)
 
Form of Supplement and Amendment to Deposit Agreement.  Form of Supplement and Amendment to Deposit Agreement.
 
Form of Supplement and Amendment No. 2 to Deposit Agreement.  Form of Supplement and Amendment No. 2 to Deposit Agreement including the form of American Depositary Receipt,  is filed herewith as Exhibit (a)(5).
 
(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. – Previously filed.
 
(e)
Certification under Rule 466. – Filed herewith as Exhibit (e).
 
 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 Deposit Agreement, by and among TECHNIP, 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 March 8, 2011.
 
 
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 TECHNIP.
 
         
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
 
         
         
 
By: 
/s/ Edwin Reyes  
 
 
Name: 
Edwin Reyes
 
 
 
Title:
Managing Director
 
         
         
 
By: 
/s/ James Kelly  
    Name: 
James Kelly
 
 
 
Title:
Vice President  
 
 
 

 
 
 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Technip 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 the city of Paris, France on March 8, 2011.
 
 
TECHNIP
 
     
     
 
By: 
/s/ Thierry Pilenko  
 
Name: 
Thierry Pilenko
 
 
Title:
Chairman and Chief
Executive Officer
 
       
 
 
 

 
 
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 March 8, 2011.
 
Signatures
 
Capacity
     
/s/ Thierry Pilenko
 
Chairman and Chief Executive Officer
Thierry Pilenko
   
     
/s/ Julian Waldron
 
Chief Financial Officer
Julian Waldron
   
     
/s/ Virginie Duperat-Vergne
 
Chief Accounting Officer
Virginie Duperat-Vergne
   
     
/s/ Olivier Appert
 
Director
Olivier Appert
   
     
/s/ Pascal Colombani
 
Director
Pascal Colombani
   
     
/s/ Marie-Ange Debon
 
Director
Marie-Ange Debon
   
     
/s/ Gérard Hauser
 
Director
Gérard Hauser
   
     
/s/ Marwan Lahoud
 
Director
Marwan Lahoud
   
     
/s/ Daniel Lebègue
 
Director
Daniel Lebègue
   
 
 
 

 
 
     
/s/ John O’Leary
 
Director
John O’Leary
   
     
/s/ Joseph Rinaldi
 
Director
Joseph Rinaldi
   
     
/s/ Bruno Weymuller
 
Director
Bruno Weymuller
   
     
/s/ Deanna Goodwin
 
Authorized Representative in the United States
Deanna Goodwin
   

 
 
 

 
 
INDEX TO EXHIBITS
 
Exhibit Number
 
(a)(5)
Form of Supplement and Amendment No. 2 to Deposit Agreement, including form of ADR
 
(e)
Rule 466 certification