F-6 1 cria924327f6.htm FORM F-6

 

 

As filed with the Securities and Exchange Commission on October 15, 2013. Registration No. 333-

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

 

CRITEO S.A.

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A

(Translation of issuer's name into English)

 

Republic of France

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

 

One Wall Street New York, N.Y. 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________________

The Bank of New York Mellon

ADR Division

One Wall Street, 11th Floor

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Jean-Baptiste Rudelle

Chairman and Chief Executive Officer

Criteo S.A.

32 Rue Blanche

75009 Paris, France

Tel: +33 1 40 40 22 90

 

 

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

 

Kenneth L. Guernsey

Nicole Brookshire

Stephane Levy

Cooley LLP

1114 Avenue of the Americas

New York, New York 10036 (212) 479-6000

 

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. [X]

 

CALCULATION OF REGISTRATION FEE

Title of each class of

Securities to be registered

 Amount to be registered Proposed maximum aggregate price per unit (1) Proposed maximum aggregate offering price (1) Amount of registration fee

 

American Depositary Shares representing ordinary shares of Criteo S.A.

 

100,000,000

American Depositary Shares

 

$5.00

 

$5,000,000

 

$644.00

(1)For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 
 

 

 

 

 

 

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

 
 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

 

 

Item - 1. Description of Securities to be Registered

 

 

 

Cross Reference Sheet

Item Number and Caption

 

Location in Form of Receipt
Filed Herewith as Prospectus

 

  1. Name and address of depositary

 

 Introductory Article
  1. Title of the depositary shares and identity of deposited securities

 

 Face of Receipt, top center

Terms of Deposit:

 

  
(i)   The amount of deposited securities represented by one unit of depositary shares Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities Articles number 15, 16 and 18
(iii)   The procedure for collection and distribution of dividends Articles number 4, 12, 13, 15 and 18
(iv)  The procedure for transmission of notices, reports and proxy soliciting material Articles number 11, 15, 16 and 18
(v)   The sale or exercise of rights Articles number 13, 14, 15 and 18
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization Articles number 12, 13, 15, 17 and 18
(vii)  Amendment, extension or termination of the deposit agreement Articles number 20 and 21
(viii)  Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares Article number 11
(ix)  Restrictions upon the right to transfer or withdraw the underlying securities Articles number 2, 3, 4, 5, 6 and 8
(x)   Limitation upon the liability of the depositary Articles number 14, 18, 21 and 22

 

3.  Fees and Charges Articles number 7 and 8

 

Item - 2. Available Information

Public reports furnished by issuer Article number 11
 
 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

 

 

Item - 3. Exhibits

 

a. Form of Deposit Agreement dated as of ____________, 2013 among Criteo S.A., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1.
b. Any other agreement, to which the depositary is a party, relating to the issuance of the Depositary Shares registered hereby 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 issuer of the   deposited securities in effect at any time within the last three years. – Not applicable.
   
  d.   Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be   registered. – Filed herewith as Exhibit 4.
   
e. Certification under Rule 466. – Not applicable.

 

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 depositary shares, 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 depositary shares thirty days before any change in the fee schedule.

 

 
 

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 October 15, 2013.

 

Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Criteo S.A.

By: The Bank of New York Mellon,

As Depositary

By: /s/ Joanne Di Giovanni Hawke

Name: Joanne Di Giovanni Hawke

Title: Managing Director

 

 

 

 
 

Pursuant to the requirements of the Securities Act of 1933, Criteo S.A. 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 Paris, France, on October 15, 2013.

Criteo S.A.

By: /s/ Jean-Baptiste Rudelle
Name: Jean-Baptiste Rudelle

Title: Chief Executive Officer

 

We, the undersigned directors and/or officers of Criteo S.A., hereby severally constitute and appoint Jean-Baptiste Rudelle and Benoit Fouilland, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form F-6 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, under the Securities Act of 1933, as amended, in connection with the registration under the Securities Act of 1933, as amended, of equity securities of Criteo S.A., and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 15, 2013.

Signature

Title

   
   

/s/ Jean-Baptiste Rudelle

  
Jean-Baptiste Rudelle Chief Executive Officer and Chairman
  (Principal Executive Officer)
   
   

/s/ Benoit Fouilland

  
Benoit Fouilland Chief Financial Officer
  (Principal Financial and Accounting Officer)
   
   

/s/ Byron Deeter

  
Byron Deeter Director
   
   

/s/ Marie Ekeland

  
Marie Ekeland Director
   
   

/s/ Dana Evan

  
Dana Evan Director
   
   
 
  
Benoist Grossmann Director
   
   

/s/ Hubert de Pesquidoux

  
Hubert de Pesquidoux Director
   
   

/s/ Dominique Vidal

  
Dominique Vidal Director
   
   

/s/ James Warner

  
James Warner Director

 
 

 

 

 

 

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the undersigned as the duly authorized representative in the United States of Criteo S.A. in New York, New York, on October 15, 2013.

 

 

 

  Criteo Corp.  
       
       
  By:   /s/ Greg Coleman  
     Name:  Greg Coleman  
     Title:  President  
         
       

 

 
 

INDEX TO EXHIBITS

 

 

Exhibit

Number

Exhibit
   
1 Form of Deposit Agreement dated as of __________, 2013 among Criteo S.A., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
   
   
   
4 Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.