As filed with the U.S. Securities and Exchange Commission on June 29, 2023
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
___________________
Carlsberg A/S
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer's name into English)
Denmark
(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 (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq. |
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 |
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 (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-fifth of one class B share of Carlsberg A/S | 150,000,000 American Depositary Shares
| $0.05 | $7,500,000 | $826.50 |
| (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. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit (a)(3) 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
| Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| (1) | Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | ||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||
| Terms of Deposit: | ||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
| (ii) | Procedure for voting the deposited securities | Paragraph (12) | ||
| (iii) | Procedure for collecting and distributing dividends | Paragraphs (4), (5), (7) and (10) | ||
| (iv) | Procedures for transmitting notices, reports and proxy soliciting material | Paragraphs (3), (8) and (12) | ||
| (v) | Sale or exercise of rights | Paragraphs (4), (5) and (10) | ||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (4), (5), (10) and (13) | ||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (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), and (5) | ||
| (x) | Limitation upon the liability of the Depositary | Paragraph (14) | ||
| (3) | Fees and charges that a holder of ADRs may have to pay, either directly or indirectly | Paragraph (7) | ||
Item 2. AVAILABLE INFORMATION
Item Number and Caption
| Location in Form of American Depositary Receipt Filed Herewith as Prospectus | ||
| (a) | Statement that Carlsberg A/S publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.carlsberggroup.com) or through an electronic information delivery system generally available to the public in its primary trading market. | Paragraph (8) | |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of , 2015 among Carlsberg A/S, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed. |
| (a)(2) | Form of Amendment to Deposit Agreement. Form of Amendment No. 1 to the Deposit Agreement. Previously filed. |
| (a)(3) | Form of American Depositary Receipt. Filed herewith as Exhibit (a)(3). |
| (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 issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates 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) | 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 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. on behalf of the legal entity created by the Deposit Agreement, 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 June 29, 2023.
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
| By: | /s/ Gregory A. Levendis | |
| Name: | Gregory A. Levendis | |
| Title: | Executive Director | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Carlsberg A/S 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, on June 29, 2023.
Carlsberg A/S | ||
| By: | /s/ Cees 't Hart | |
| Name: | Cees 't Hart | |
| Title: | Chief Executive Officer | |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Cees 't Hart and Ulrica Fearn, 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, this Registration Statement on Form F-6 has been signed by the following persons on June 29, 2023, in the capacities indicated.
SIGNATURES
Signature | Title | |
/s/ Henrik Poulsen Henrik Poulsen | Chair of the Board of Directors
| |
/s/ Cees 't Hart Cees 't Hart | Chief Executive Officer | |
/s/ Ulrica Fearn Ulrica Fearn | Chief Financial Officer | |
/s/ Majken Schultz Majken Schultz | Deputy Chair of the Board of Directors
|
/s/ Ivan Nielsen Ivan Nielsen | Member
| |
/s/ Mikael Aro Mikael Aro | Member
| |
/s/ Magdi Batato Magdi Batato | Member
| |
/s/ Lilian Fossum Biner Lilian Fossum Biner | Member
| |
/s/ Richard Burrows Richard Burrows | Member
| |
/s/ Eva Vilstrup Decker Eva Vilstrup Decker | Member
| |
/s/ Punita Lal Punita Lal | Member
| |
/s/ Erik Lund Erik Lund | Member
| |
/s/ Olayide Oladokun Olayide Oladokun | Member
| |
/s/ Søren-Peter Fuchs Olesen Søren-Peter Fuchs Olesen | Member
| |
/s/ Tenna Skov Thorsted Tenna Skov Thorsted | Member
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Carlsberg A/S, has signed this Registration Statement on Form F-6 in Newark, Delaware, on June 29, 2023.
| Authorized U.S. Representative | |||
| By: | /s/ Donald J. Puglisi | ||
Name: Donald J. Puglisi Title: Managing Director | |||
INDEX TO EXHIBITS
| Exhibit Number | ||
| (a)(3) | Form of American Depositary Receipt. | |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. | |
| (e) | Rule 466 Certification.
|
