Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
30 Juillet 2021 - 03:53PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on
July 30, 2021.
Registration No. 333-199737
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 Depositary Shares Evidenced by American Depositary
Receipts
TOTALENERGIES SE
(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)
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 +1-800-990-1135
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, New York 10036-8401
Telephone: +1-800-927-9800
(Address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11
New York, NY 10179
Telephone: +1-800-990-1135
|
Scott R. Saks
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, NY 10019
Telephone: +1-212-318-3151
|
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 (2)
|
Amount of
registration fee
|
American
Depositary Shares evidenced by American Depositary Receipts, each
American Depositary Share representing one share of TotalEnergies
SE |
n/a |
n/a |
n/a |
n/a |
|
(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
American Depositary Receipts evidencing 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.
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 form of Amendment No. 1 to Deposit
Agreement filed as Exhibit (a)(2) to this Post-Effective
Amendment No. 1 to Registration Statement on Form F-6,
which is incorporated herein by reference.
CROSS REFERENCE SHEET
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 and bottom of face of American Depositary
Receipt |
(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
16, 17, 20 and 21 |
(iii) Collection
and distribution of dividends |
|
Articles
3, 5, 11, 13, 14, 15, 19, 20 and 24 |
(iv) Transmission
of notices, reports and proxy soliciting material |
|
Articles
16, 17, 18, 20 and 21 |
(v) Sale
or exercise of rights |
|
Articles
12, 14, 15, 20 and 24 |
(vi) Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization |
|
Articles
11, 15 and 16 |
(vii) Amendment,
extension or termination of the Deposit Agreement |
|
Articles
23 and 24 |
(viii) Rights
of holders of ADRs to inspect the transfer books of the Depositary
and the list of Holders of ADRs |
|
Articles
17 and 18 |
(ix) Restrictions
upon the right to deposit or withdraw the underlying
securities |
|
Articles
2, 3, 4, 5, 6, 8 and 25 |
(x) Limitation
upon the liability of the Depositary |
|
Articles
12, 14, 20, 21 and 24 |
|
|
|
(3) Fees
and Charges |
|
Articles
7, 11, 12, 23 and 24 |
Item 2. AVAILABLE INFORMATION
Item Number and Caption
|
|
Location
in Form of American Depositary Receipt Filed
Herewith as Prospectus |
|
|
|
(b) Statement
that TotalEnergies SE is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended,
and, accordingly files certain reports with the Securities and
Exchange Commission, and that such reports can be inspected by
holders of American Depositary Receipts and copied at public
reference facilities maintained by the Securities and Exchange
Commission in Washington, D.C. |
|
Article 17 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
|
(a)(1) |
Deposit
Agreement. Amended and Restated Deposit Agreement, dated
as of November 12, 2014 (the "Deposit Agreement"), among
TotalEnergies SE (the “Company”), JPMorgan Chase Bank, N.A., as
depositary (the "Depositary"), and all holders from time to time of
American Depositary Receipts (“ADRs”) issued thereunder. Filed
herewith as Exhibit (a)(1). |
|
(a)(2) |
Form of Amendment No. 1
to Deposit Agreement among the Company and the Depositary,
including the Form of ADR attached as Exhibit A thereto.
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 issuer
of the deposited securities 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. Not applicable. |
|
(f) |
Powers of Attorney. Filed
herewith as Exhibit (f). |
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 thirty days before any change in
the fee schedule. |
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 Post-Effective
Amendment No. 1 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
July 30, 2021.
|
Legal
entity created by the form of Deposit Agreement for the issuance of
ADRs evidencing American Depositary Shares |
|
|
|
By: |
JPMORGAN
CHASE BANK, N.A., as Depositary |
|
|
|
|
|
By: |
/s/
Timothy E. Green |
|
|
Name: |
Timothy
E. Green |
|
|
Title: |
Vice
President |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, TotalEnergies SE
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 No. 1 to Registration
Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Paris, France, on
July 30, 2021.
|
TotalEnergies
SE |
|
|
|
|
|
By: |
/s/
Jean-Pierre Sbraire |
|
|
Name: |
Jean-Pierre
Sbraire |
|
|
Title: |
Chief
Financial Officer |
Pursuant
to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on
Form F-6 has been signed by the following persons in the
capacities indicated on July 30, 2021.
Signatures |
|
Title |
|
|
|
/s/
Patrick Pouyanné* |
|
Chairman
and Chief Executive Officer |
Patrick
Pouyanné |
|
(Principal Executive Officer) |
|
|
|
|
|
|
/s/
Jacques Aschenbroich* |
|
Director |
Jacques
Aschenbroich |
|
|
|
|
|
|
|
Director |
Patricia
Barbizet |
|
|
|
|
|
|
|
Director |
Marie-Christine
Coisne-Roquette |
|
|
|
|
|
|
|
|
/s/
Jérôme Contamine* |
|
Director |
Jérôme
Contamine |
|
|
|
|
|
|
|
|
/s/
Lise Croteau* |
|
Director |
Lise
Croteau |
|
|
|
|
|
|
|
Director |
Mark
Cutifani |
|
|
|
|
|
|
|
|
/s/
Valérie Della Puppa Tibi* |
|
Director |
Valérie
Della Puppa Tibi |
|
|
|
|
|
|
|
|
/s/
Romain Garcia-Ivaldi* |
|
Director |
Romain
Garcia-Ivaldi |
|
|
|
|
|
|
|
|
/s/
Maria van der Hoeven* |
|
Director |
Maria
van der Hoeven |
|
|
Signatures |
|
Title |
|
|
|
/s/
Glenn Hubbard* |
|
Director |
Glenn
Hubbard |
|
|
|
|
|
|
|
Director |
Anne-Marie Idrac |
|
|
|
|
|
|
|
|
/s/ Jean
Lemierre* |
|
Director |
Jean
Lemierre |
|
|
|
|
|
|
|
|
/s/ Angel
Pobo* |
|
Director |
Angel
Pobo |
|
|
|
|
|
|
|
|
/s/
Jean-Pierre Sbraire |
|
Executive Vice President and Chief Financial Officer |
Jean-Pierre
Sbraire |
|
(Principal Financial Officer) |
|
|
|
|
|
|
/s/
Frédéric Agnès* |
|
Chief Accounting Officer |
Frédéric
Agnès |
|
(Principal
Accounting Officer) |
|
|
|
/s/
Robert O. Hammond* |
|
|
Robert
O. Hammond |
|
Authorized
Representative in the United States |
|
|
|
|
|
|
*By:
/s/ Jean-Pierre Sbraire |
|
Attorney-in-fact |
Jean-Pierre
Sbraire |
|
|
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