Securities Registration (ads, Immediate) (f-6ef)
13 Octobre 2022 - 7:06PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange
Commission on October 13, 2022.
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
Equinor ASA
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
Norway
(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)
Equinor US Holdings Inc.
120 Long Ridge Road, Suite 3EO1
Stamford, CT 06902-1839
Telephone: +1-203-978-6900
(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, New York 10179
Telephone: +1-800-990-1135
|
Scott R. Saks, Esq.
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019-6022
Telephone: +1-212-318-3151 |
It is proposed that this filing become effective
under Rule 466
x 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 (1) ordinary shares of Equinor ASA. |
250,000,000
American Depositary Shares |
$0.05 |
$12,500,000 |
$1,377.5 |
| (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. |
Pursuant
to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under Form F-6 Registration
Statement No. 333-229229. This Registration Statement also constitutes Post-Effective Amendment No. 1 to Registration Statement
No. 333-229229.
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 Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein
by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption |
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
|
|
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(1) |
Name and address of Depositary |
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Introductory paragraph and bottom of face of American Depositary Receipt |
(2) |
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) |
Amount of deposited securities represented by one unit of American
Depositary Shares |
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Face of American Depositary Receipt, upper right corner |
|
(ii) |
Procedure for voting, if any, the deposited securities |
|
Paragraphs (6), (11) and (12) |
|
(iii) |
Collection and distribution of dividends |
|
Paragraphs (4), (5), (7), (10), (11), (13) and (20) |
|
(iv) |
Transmission of notices, reports and proxy soliciting material |
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Paragraphs (3), (8), (11) and (12) |
|
(v) |
Sale or exercise of rights |
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Paragraphs (4), (5), (7) and (10) |
|
(vi) |
Deposit or sale of securities resulting from dividends, splits
or plans of reorganization |
|
Paragraphs (3), (4), (5), (7), (10), (11), (13) and (20) |
|
(vii) |
Amendment, extension or termination of the Deposit Agreement |
|
Paragraphs (15), (16) and (17) |
|
(viii) |
Rights of holders of ADRs to inspect the transfer books of
the Depositary and the list of Holders of ADRs |
|
Paragraph (3) |
|
(ix) |
Restrictions upon the right to deposit or withdraw the underlying
securities |
|
Paragraphs (1), (2), (4), (5) and (6) |
|
(x) |
Limitation upon the liability of the Depositary |
|
Paragraphs (14), (17) and (19) |
(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 |
|
|
|
Equinor ASA 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. These reports can be inspected and retrieved by holders
of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently
located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange
Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. |
|
Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Deposit Agreement. Deposit
Agreement, dated as of February 4, 2019 (as from time to time amended, the "Deposit Agreement"), among Equinor, JPMorgan
Chase Bank, N.A., as depositary (the "Depositary"), and all Holders from time to time of American Depositary Receipts ("ADRs")
issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American 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 Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities
being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Filed herewith as Exhibit (e). |
| (f) | Power of Attorney of certain officers and directors of the Company. Set forth on the signature
pages hereto. |
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., acting solely on behalf of the legal entity created
by the Deposit Agreement among Equinor ASA, JPMorgan Chase Bank, N.A., as depositary, and all Holders from time to time of American Depositary
Receipts ("ADRs") 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 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 October 13, 2022.
|
Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
|
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By: |
JPMORGAN CHASE BANK, N.A., as Depositary |
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By: |
/s/
Timothy E. Green |
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|
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Name: Timothy E. Green |
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Title: Vice President |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Equinor ASA 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 Stavanger, Norway, on October 13, 2022.
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Equinor ASA |
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By: |
/s/ Anders Opedal |
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Name: |
Anders Opedal |
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Title: |
President and Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Anders Opedal and Torgrim Reitan, and each of them, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement
and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Under
the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following
persons on October 13, 2022, in the capacities indicated.
SIGNATURES
Signature |
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Title |
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/s/ Jon Erik Reinhardsen |
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Chairman of the Board of Directors |
Jon Erik Reinhardsen |
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/s/ Anders Opedal |
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President and Chief Executive Officer |
Anders Opedal |
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(principal executive officer) |
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/s/ Torgrim Reitan |
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Executive Vice President and Chief Financial Officer |
Torgrim Reitan |
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(principal financial and accounting officer) |
/s/ Anne Drinkwater |
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Deputy Chairman of the Board of Directors |
Anne Drinkwater |
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Non-Executive Director |
Bjørn Tore Godal |
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/s/ Hilde Møllerstad |
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Non-Executive Director |
Hilde Møllerstad |
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/s/ Per Martin Labråthen |
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Non-Executive Director |
Per Martin Labråthen |
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Non-Executive Director |
Tove Andersen |
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/s/ Rebeka Glasser Herlofsen |
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Non-Executive Director |
Rebekka Glasser Herlofsen |
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Non-Executive Director |
Finn Bjørn Ruyter |
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Non-Executive Director |
Stig Lœgreid |
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/s/ Jonathan (Jon) Lewis |
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Non-Executive Director |
Jonathan (Jon) Lewis |
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Non-Executive Director |
Michael D. Lewis |
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States
of Equinor ASA, has signed this Registration Statement on Form F-6 in Newark, Delaware, on October 13, 2022.
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Authorized U.S. Representative |
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Puglisi & Associates |
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Managing Director |
INDEX TO EXHIBITS
Exhibit
Number |
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(a) |
|
Deposit Agreement, dated as of February 4, 2019 (as from time to time amended, the "Deposit Agreement"), among Equinor ASA, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders from time to time of American Depositary Receipts ("ADRs") issued thereunder, including the Form of ADR attached as Exhibit A thereto. |
|
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(d) |
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Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. |
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(e) |
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Rule 466 Certification. |
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