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

 

 

As filed with the Securities and Exchange Commission on July 17, 2018. 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

 

UNIBAIL-RODAMCO SE

WFD UNIBAIL-RODAMCO N.V.

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

 

N/A

(Translation of issuer's name into English)

 

France (Unibail-Rodamco SE)

Netherlands (WFD Unibail-Rodamco N.V.)

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

 

225 Liberty Street New York, N.Y. 10286

[phone]

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

_______________________________

The Bank of New York Mellon

ADR Division

225 Liberty Street, 21st Floor

New York, New York 10286

[phone]

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

 

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

[phone]

 

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. [ ]

 

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum offering price per unit (1)	Proposed maximum  aggregate offering price	Amount of registration fee
American Depositary Shares representing stapled securities consisting of ordinary shares of Unibail-Rodamco SE and Class A shares of WFD Unibail-Rodamco N.V.	50,000,000 American Depositary Shares	$5.00	$2,500,000	$311.25

(1)

For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares or portion thereof.

 

 

 

 

 

 

 

 

 

 

The prospectus consists of the proposed form of American Depositary Receipt and Statement of Terms and Conditions (“Receipt”) 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
Name and address of depositary	Introductory Article
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 8 and 12
(iii)   The procedure for collection and distribution of dividends	Articles number 9 and 13
(iv)  The procedure for transmission of notices, reports and proxy soliciting material	Article number 8
(v)   The sale or exercise of rights	Articles number 4 and 9
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Articles number 9 and 11
(vii)  Amendment, extension or termination of the deposit agreement	Articles number 13 and 18
(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 3
(ix)  Restrictions upon the right to transfer or withdraw the underlying securities	Articles number 2, 3, 4, 6, 11, 12 and 14
(x)   Limitation upon the liability of the depositary	Articles number 5, 8, 9, 12, 13 and 19

 

3.  Fees and Charges

Article number 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 American Depositary Receipt and Statement of Terms and Conditions, which contains the form of deposit agreement relating to the American Depositary Shares registered hereunder. – 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. – Filed herewith as Exhibit 5.

 

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 July 17, 2018.

 

Legal entity created by the agreement for the issuance of depositary shares representing stapled securities consisting of ordinary shares of Unibil-Rodamco SE and Class A shares of WFD Unibail-Rodamco N.V.

 

By:	The Bank of New York Mellon
	As Depositary
By:	/s/ Joanne DiGiovanni Hawke
Name:	Joanne DiGiovanni Hawke
Title:	Managing Director

 

 

 

 

INDEX TO EXHIBITS

 

 

Exhibit Number	Exhibit
1	Form of American Depositary Receipt and Statement of Terms and Conditions, which contains the form of deposit agreement relating to the American Depositary Shares registered hereunder.
4	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered.
5	Certification under Rule 466.