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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/26/15 Citibank, N.A./ADR F-6 3:841K Sodexo S.A. E-Data Systems, Inc./FA |
Document/Exhibit Description Pages Size 1: F-6 Registration of Depositary Shares Evidenced by HTML 87K American Depositary Receipts (Not Effective Immediately) 2: EX-99.(A) Miscellaneous Exhibit HTML 425K 3: EX-99.(D) Miscellaneous Exhibit HTML 14K
Unassociated Document |
As filed with the Securities and Exchange Commission on May 26, 2015
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Registration No. 333 -
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John W. Banes, Esq.
Davis Polk & Wardwell LLP
5 Aldermanbury Square
London EC2V 7HR
England
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It is proposed that this filing become effective under Rule 466:
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o immediately upon filing.
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o on (Date) at (Time).
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Common Share of Sodexo S.A.
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100,000,000 ADSs
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$5.00
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$5,000,000.00
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$581.00
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**
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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 ADSs.
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED | ||||
Item Number and Caption
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1. |
Name of Depositary and address of its principal executive office
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Face of Receipt - Introductory Article.
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2. |
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) |
The amount of deposited securities represented by one American Depositary Share (“ADSs”)
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Face of Receipt - Upper right corner.
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(ii) |
The procedure for voting, if any, the deposited securities
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Reverse of Receipt - Paragraphs (17) and (18).
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(iii) |
The procedure for collection and distribution of dividends
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Reverse of Receipt - Paragraph (15).
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(iv) |
The procedure for transmission of notices, reports and proxy soliciting material
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Face of Receipt - Paragraph (14);
Reverse of Receipt - Paragraph (18).
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(v) |
The sale or exercise of rights
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Reverse of Receipt - Paragraphs (15) and (17).
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (15) and (17).
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(vii) |
Amendment, extension or termination of the deposit agreement
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Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
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(viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt - Paragraph (14).
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Item Number and Caption |
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt - Paragraphs (2), (3), (4), (6), (7), (9) and (10).
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(x) |
Limitation upon the liability of the Depositary
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Face of Receipt - Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21).
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3. |
Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Face of Receipt - Paragraph (11).
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Item 2. AVAILABLE INFORMATION
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Face of Receipt - Paragraph (14).
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(a)
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Form of Amended and Restated Deposit Agreement, by and among Sodexo S.A. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). — Filed herewith as Exhibit (a).
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(d)
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Opinion of counsel for the Depositary as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, 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.
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(b)
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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 an ADS thirty (30) days before any change in the fee schedule.
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Legal entity created by the Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one Common Share of Sodexo S.A.
CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Keith Galfo | |
Name: Keith Galfo
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Title: Vice President
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SODEXO S.A.
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By:
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/s/ Siân Herbert-Jones | ||
Name: | |||
Title: |
Chief Financial Officer
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By:
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/s/ Michel Landel | ||
Name: Michel Landel
Title: Director; Chief Executive Officer
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By:
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/s/ Siân Herbert-Jones | ||
Name: Siân Herbert-Jones
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
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By:
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/s/ Pierre Bellon | ||
Name: Pierre Bellon
Title: Director; Chairman
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By:
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/s/ Robert Baconnier | ||
Name: Robert Baconnier
Title: Director
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By:
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/s/ Patricia Bellinger | ||
Name: Patricia Bellinger
Title: Director
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By:
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/s/ Astrid Bellon | ||
Name: Astrid Bellon
Title: Director
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By:
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/s/ Bernard Bellon | ||
Name: Bernard Bellon
Title: Director
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By:
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/s/ François-Xavier Bellon | ||
Name: François-Xavier Bellon
Title: Director
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By:
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/s/ Nathalie Bellon-Szabo | ||
Name: Nathalie Bellon-Szabo
Title: Director
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By:
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/s/ Sophie Bellon | ||
Name: Sophie Bellon
Title: Director
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By:
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/s/ Philippe Besson | ||
Name: Philippe Besson
Title: Director
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By:
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/s/ François Brougher | ||
Name: François Brougher
Title: Director
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By:
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/s/ Soumitra Dutta | ||
Name: Soumitra Dutta
Title: Director
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By:
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/s/ Paul Jeanbart | ||
Name: Paul Jeanbart
Title: Director
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By:
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Name: Peter Thompson
Title: Director
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AUTHORIZED REPRESENTATIVE | |||
By:
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/s/ Robert A. Stern | ||
Robert A. Stern, as the duly authorized
Representative of Sodexo S.A. in the United States
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Form of Amended and Restated Deposit Agreement
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(d)
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Opinion of counsel to the Depositary
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This ‘F-6’ Filing | Date | Other Filings | ||
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Filed on: | 5/26/15 | None on these Dates | ||
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