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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/15/13 Deutsche Bank Tr Co Americas/… Gp F-6 3:679K Petroleum Geo Services Asa E-Data Systems, Inc./FA |
Document/Exhibit Description Pages Size 1: F-6 Registration of Depositary Shares Evidenced by HTML 83K American Depositary Receipts (Not Effective Immediately) 2: EX-99.(A) Miscellaneous Exhibit HTML 348K 3: EX-99.(D) Miscellaneous Exhibit HTML 13K
Unassociated Document |
It is proposed that this filing become effective under Rule 466:
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o
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immediately upon filing.
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o
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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 evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Petroleum Geo-Services ASA
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200,000,000
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$0.05
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$10,000,000
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$1364
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The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1. |
Name of depositary and address of its principal executive office
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Face of Receipt, Introductory article and bottom center
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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
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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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Paragraph (15)
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(iii) |
The collection and distribution of dividends
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Paragraph (13)
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(iv) |
The transmission of notices, reports and proxy soliciting material
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Paragraphs (12), (14) and (15)
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(v) |
The sale or exercise of rights
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Paragraphs (2), (6), (13), (16) and (21)
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (13) and (16)
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(vii) |
Amendment, extension or termination of the deposit arrangements
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Paragraphs (20) and (21) (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 Receipts
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Paragraph (12)
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs (2), (3) and (4)
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Item 2. AVAILABLE INFORMATION
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Paragraph (12)
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(a)
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Form of Amended and Restated Deposit Agreement (the "Deposit Agreement"), dated as of , 2013, by and among Petroleum Geo-Services ASA, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a).
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(b)
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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.
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(c)
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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.
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(d)
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Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.
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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 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.
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(b)
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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.
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Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one ordinary share of Petroleum Geo-Services ASA
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
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By:
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/s/ James Kelly | ||
Name:
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Title:
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Vice President
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By:
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/s/ Christopher Konopelko | ||
Name:
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Title:
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Director
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Petroleum Geo-Services ASA
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By:
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/s/ Rune Olav Pedersen | |
Name:
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Title:
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General Counsel
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Signatures
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Capacity
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/s/ Francis R. Gugen
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Chairman of the Board of Directors
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Francis R. Gugen | ||
Chief Executive Officer and President
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Jon Erik Reinhardsen | Director | |
Executive Vice President and Chief Financial Officer
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/s/ Dave Dakin
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Chief Accounting Officer
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/s/ Harald Norvik
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Vice Chairperson
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/s/ Carol Bell | Director | |
/s/ Dan J. Piette |
Director
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Director
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Director
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/s/ Ingar Skaug |
Director
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Authorized Representative in the United States, Managing
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Director, Puglisi & Associates
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Exhibit Number
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(a) Form of Deposit Agreement
(d) Opinion of counsel to the Depositary
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This ‘F-6’ Filing | Date | Other Filings | ||
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Filed on: | 3/15/13 | F-6 | ||
List all Filings |