As filed with the Securities and Exchange Commission on March 29, 2018 333-202908

 

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

 

Veolia Environnement

(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)

 

Terri Anne Powers

Veolia Environnement

200 East Randolph Street, Suite 7900

Chicago, Illinois 60601

(312) 552-2890

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

 

Copies to:

 

Deutsche Bank Trust Company Americas

 

60 Wall Street
New York, New York 10005
(212) 250-9100

 

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
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 ordinary share of  Veolia Environnement

n/a

 

n/a n/a n/a

*        Each unit represents one American Depositary Share.

**      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 receipts evidencing American Depositary Shares.

 

 

 

 

 

 

This Post-Effective Amendment to Registration Statement on Form F-6 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, included as Exhibit A to the Amendment No. 1 to the Second Amended and Restated Deposit Agreement (the "Deposit Agreement") filed as Exhibit (a)(2) to this Post-Effective Amendment to Registration Statement on Form F-6 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 (“Receipt”)
Filed Herewith as Prospectus

     
1. Name of depositary and address of its principal executive office   Face of Receipt, Introductory article and bottom center
       
2.

Title of Receipts and identity of deposited securities

  Face of Receipt, Top center
         
  Terms of Deposit:    
         
  (i) The amount of deposited securities represented by one American Depositary Share   Face of Receipt, Upper right corner
         
  (ii) The procedure for voting, if any, the deposited securities   Paragraph (15)
         
  (iii) The collection and distribution of dividends   Paragraph (13)
         
  (iv) The transmission of notices, reports and proxy soliciting material   Paragraphs (12), (14) and (15)
         
  (v) The sale or exercise of rights   Paragraphs (2), (6), (13), (16) and (21)
         
  (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization   Paragraphs (13) and (16)                     
         
  (vii) Amendment, extension or termination of the deposit arrangements   Paragraphs (20) and (21) (no provision for extensions)
         
  (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts   Paragraph (12)
         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Paragraphs (2), (3) and (4)

 

 

 

 

         
  (x) Limitation upon the liability of the depositary   Paragraphs (6), (10), (15), (16), (17), (18) and (21)
         
3. Fees and charges which may be imposed directly or indirectly against holders of Receipts   Paragraph (9)

 

I tem 2.       AVAILABLE INFORMATION   Paragraph (12)

 

(a) As set forth in Paragraph (12) of the Form of Receipt constituting the prospectus included herein, Veolia Environnement 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.veolia.com) or through an electronic information delivery system generally available to the public in its primary trading market.

 

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1) Form of Deposit Agreement, dated as of              , 2015, by and among Veolia Environnement, Deutsche Bank Trust Company Americas, as depositary (the “ Depositary ”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder. Previously filed.

 

(a)(2) Form of Amendment No. 1 to the Deposit Agreement, including the form of American Depositary Receipt to be issued thereunder, 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 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).

  

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Previously filed.

 

 

 

 

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 Veolia Environnement, 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 29, 2018.

  

 

Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one ordinary share of Veolia Environnement.

Deutsche Bank Trust Company Americas, solely in its capacity as Depositary

     
     
  By:

/s/ Michael Curran

 

Name: Michael Curran

 

Title: Vice President

 

  By: 

/s/ Michael Fitzpatrick

 

Name: Michael Fitzpatrick

 

Title: Vice President

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Veolia Environnement 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 France on March 29, 2018.

 

  Veolia Environnement
     
  By: /s/ Antoine Frérot
  Name:  Antoine Frérot
  Title: 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 29, 2018.

 

Signatures   Capacity
     

/s/ Antoine Frérot* .

 

Chief Executive Officer, Director and

Antoine Frérot   Chairman of the Board of Directors
     

/s/ Philippe Capron* .

 

Chief Financial Officer (Principal Financial

Philippe Capron   Officer and Principal Accounting Officer)
     

/s/ Louis Schweitzer* .

 

Director

Louis Schweitzer    
     

 

 

Director

Jacques Aschenbroich    
     

/s/ Maryse Aulagnon* .

 

Director

Maryse Aulagnon    
     

/s/ Daniel Bouton* .

 

Director

Daniel Bouton    
     

/s/ Olivier Mareuse* .

 

Director

Olivier Mareuse on behalf of Caisse des Dépôts et Consignations    
     

 

 

Director

Homaira Akbari    
     

/s/ Marion Guillou* .

 

Director

Marion Guillou    
     

/s/ Serge Michel* .

 

Director

Serge Michel    

 

 

 

 

     

/s/ Pavel Pasa* .

 

Director

Pavel Pasa    
     

/s/ Baudouin Prot* .

 

Director

Baudouin Prot    
     

 

 

Director

Nabeel Mohammed Al-Buenain on behalf of Qatari Diar Real Estate Investment Company    
     

/s/ Nathalie Rachou* .

 

Director

Nathalie Rachou    
     

 

 

Director

Paolo Scaroni    
     

 

 

Director

Pierre Victoria    
     

 

 

Director

Isabelle Courville    
     

 

 

Director

Clara Gaymard    
     

 

 

Director

Guillaume Texier    
     

 

 

Chief Operating Officer

François Bertreau    
     

/s/ Terri Anne Powers* .

 

Authorized Representative in the United States 

Terri Anne Powers    

 

*By:

/s/ Antoine Frérot

   

Name: Antoine Frérot

Title: Power of Attorney

   

 

 

 

 

 

INDEX TO EXHIBITS

 


Exhibit Number 		 
   

(a)(2) Form of Amendment No. 1 to Deposit Agreement

 

(e) Rule 466 Certification

 

 

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