Securities Registration (ads, Immediate) (f-6ef)
May 12 2017 - 4:25PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Deposita
ry Shares Evidenced
by America
n Depositary Receipts
_________________________
Colruyt SA
(Exact name of Issuer of deposited securities
as specified in its charter)
Belgium
(Jurisdiction
of Incorporation or organizat
ion
of Issuer)
_________________________
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in
its charter)
60 Wall Street, New York, New York 10005
Tel. No.: (212) 250-9100
(Address, including zip cod
e, and telephone
number of dep
ositary's principal offices)
_________________________
DEUTSCHE BANK TRUST
COMPANY AMERICAS
60 Wall Street
New
York, New York 10005
(212) 250-9100
(Address, including z
ip code, and telephone
number
of agent for service)
_________________________
Copy to:
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New
York, New York 10005
It is proposed that this filing become effective
under Rule 466
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☒
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immediately upon filing
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on ___at ___ a.m. (EST)
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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
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price Per Unit (1)
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Proposed
Maximum
Aggregate
Offering
Price (2)
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Amount of
Registration
Fee
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American Depositary Shares evidenced by American Depositary
Receipts, each American Depositary Share representing one-fourth of one ordinary share of Colruyt SA
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10,000,000
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$0.05
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$500,000
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$57.95
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(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 such Receipts evidencing such American Depositary
Shares.
PART I
INFORMATION REQUIRED IN
PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
Required Information
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Location in Form of Receipt Filed Herewith as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt – introductory paragraph
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt – top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share (“ADS”)
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt – Articles 11 and 13
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 12 and 18
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Reverse of Receipt – Articles 11 and 15
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Articles 12 and 13
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Reverse of Receipt – Articles 12 and 15
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 17 and 18 (no provision for extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 3
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Article 1, 2, 4 and 6;
Reverse of Receipt – Articles 14, 15 and 18
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(x)
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Limitation on the depositary’s liability
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Face of Receipt – Article 1, 2, 4 and 7;
Reverse of Receipt – Articles 11, 12, 14, 15,
16, 18 and 21
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Reverse of Receipt – Article 19
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Item 2. AVAILABLE INFORMATION
Required Information
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Location in Form of Receipt Filed Herewith as Prospectus
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(b)
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Statement that as of the date of the establishment of the program for issuance of Receipts by the Depositary, the Depositary has a good faith belief (after limited investigation), that the issuer of the Deposited Securities publishes information in English required to maintain the exemption from registration under Rules 12g3-2(b) under the Securities Exchange Act of 1934 on its internet website or through an electronic information delivery system generally available to the public in its primary trading market.
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Face of Receipt – Article 8
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Prospectus
THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY
RECEIPT ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS, IN ACCORDANCE WITH
GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 3. EXHIBITS
(a) Copy
of Agreement - The Agreement between Deutsche Bank Trust Company Americas, as depositary (the "Depositary"), and all
holders from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained
in the form of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement.
(b) Any
other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody
of the deposited securities represented thereby. - None.
(c) Any
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. - None.
(d) Opinion
of counsel to the Depositary as to the legality of the securities to be registered.
(e) Certification
under Rule 466.
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 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 amount of
fees charged is 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 a Receipt thirty days before any change
in the fee schedule.
SIGNATURE
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 agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that
all of 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 May 5, 2017.
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Legal entity created by the
agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares for shares of the foreign
private issuer whose name is set forth on the facing page of this Registration Statement on Form F-6
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By:
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DEUTSCHE BANK
TRUST COMPANY
AMERICAS, Depositary
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By:
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/s/ Michael Curran
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Name:
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Michael Curran
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Title:
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Vice President
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By:
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/s/ Michael Fitzpatrick
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Name:
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Michael Fitpatrick
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Title:
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Vice President
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INDEX TO EXHIBITS
Exhibit
Number
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(a)
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Form of ADR
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(d)
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Opinion of counsel to the Depositary
as to the legality of the securities to be registered.
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(e)
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Rule 466 Certification
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