Securities Registration (ads, Immediate) (f-6ef)

 

As filed with the United States Securities and Exchange Commission on March 8, 2013

---

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

 

Carrefour SA

(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

[phone]

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

 

Depositary Management Corporation

570 Lexington Avenue, 44 th Floor

New York, New York 10022

[phone]

 (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

[phone]

 

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-fifth of one  ordinary share of  Carrefour SA	200,000,000	$0.05	$10,000,000	$1364

(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 receipts evidencing American Depositary Shares.

 

 

 

---

 

 

 

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, included as Exhibit A to the Deposit Agreement, and filed as Exhibit (a)(2) 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 (“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, Carrefour SA 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 (http://www.carrefour.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      , 2011, by and among Carrefour SA, 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 as Exhibit (a) to Registration Statement No. 333-174370 and incorporated herein by reference.

 

(a)(2)

Form of American Depositary Receipt. – 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. – Filed herewith as Exhibit (d).

 

(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. – 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 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 Carrefour SA, 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 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 7, 2013.

                        

	Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one-fifth of one ordinary share of Carrefour SA   Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
	By:	/s/ James Kelly
		Name: James Kelly
		Title: Vice President
	By:	/s/ Christopher Konopelko
		Name: Christopher Konopelko
		Title: Director

 

 

 

---

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Carrefour SA 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 Boulogne, France on March 6, 2013.

 

	Carrefour SA
	By:	/s/ Georges Plassat
	Name:	Georges Plassat
	Title:	Chief Executive Officer

 

Know all persons by these presents that each person whose signature appears below constitutes and appoints Georges Plassat and Pierre-Jean Sivignon, jointly and severally, his or her true lawful attorneys-in-fact and agents with full and several power of substitution and resubstitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments and supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

 

 

---

 

 

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 6, 2013.

 

Signatures		Capacity
/s/ Georges Plassat		Chairman and Chief Executive Officer
Georges Plassat
/s/ Pierre-Jean Sivignon		Chief Financial Officer
Pierre-Jean Sivignon
/s/ Sébastien Bazin		Vice-President
Sébastien Bazin
/s/ Amaury de Seze		Senior Director
Amaury de Seze
		Director
Bernard Arnault
/s/ Georges Ralli		Director
Georges Ralli
/s/ Nicolas Bazire		Director
Nicolas Bazire
/s/ Jean-Laurent Bonnafé		Director
Jean-Laurent Bonnafé
		Director
Thierry Breton
/s/ René Brillet		Director
René Brillet
/s/ Charles Edelstenne		Director
Charles Edelstenne

 

 

 

---

 

 

/s/ Anne-Claire Taittinger		Director
Anne-Claire Taittinger
		Director
Mathilde Lemoine
/s/ Diane Labruyère		Director
Diane Labruyère
/s/ Bertrand de Montesquiou		Director
Bertrand de Montesquiou
/s/ George Boychuk		Authorized Representative in the United States
George Boychuk

 

 

 

---

 

 

INDEX TO EXHIBITS

 

Exhibit Number
(a)(2)  Form of American Depositary Receipt   (d)  Opinion of counsel to the Depositary   (e)   Rule 466 Certification