Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
16 April 2021 - 7:11AM
Edgar (US Regulatory)
As filed with the
U.S. Securities and Exchange Commission on April 16, 2021
Registration
No. 333-227891
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
Royal Dutch Shell
plc
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
England and Wales
(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)
____________________
C T CORPORATION SYSTEM
111 Eighth Avenue
New York, NY 10011
(212) 894-8940
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-7600
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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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☐
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on (Date) at (Time)
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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 aggregate 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 two class A ordinary shares of Royal Dutch Shell plc
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N/A
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N/A
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N/A
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N/A
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two class B ordinary shares of Royal Dutch Shell plc
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N/A
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N/A
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N/A
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N/A
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(1)
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Each unit represents one American Depositary Share.
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(2)
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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 American Depositary Receipts evidencing American Depositary Shares.
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PART I
INFORMATION
REQUIRED IN PROSPECTUS
The
Prospectus consists of the proposed forms of American Depositary Receipts ("ADR" or "American Depositary Receipt")
included as Exhibit A and Exhibit B to the Amendment No. 1 to the Amended and Restated Deposit Agreement filed as Exhibit (a)(2) to this
Post-Effective Amendment to 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
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Location in Form of American
Depositary
Receipt Filed Herewith
as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment, extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (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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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item
2. AVAILABLE INFORMATION
Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(a)
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Statement that Royal Dutch Shell plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied through the EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.
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Paragraph (8)
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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 3.
EXHIBITS
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(a)
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Form
of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as
of ,
2018 among Royal Dutch Shell plc, 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.
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(a)(2)
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Form
of Amendment No. 1 to Deposit Agreement, including the form of American Depositary Receipt.,
is filed herewith as Exhibit (a)(2).
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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 issuer of the deposited securities in effect at any time within the last three years.
Not Applicable.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of
the securities being registered. Previously filed.
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(e)
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Certification
under Rule 466. Filed herewith as Exhibit (e).
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(f)
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Powers
of Attorney for certain officers and directors of the Company. Previously filed.
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Item
4. UNDERTAKINGS
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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 thirty days before any change in the fee schedule.
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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 Post-Effective Amendment to 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 April 16, 2021.
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Legal
entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Timothy E. Green
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Name:
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Timothy E. Green
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Title:
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Vice President
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Royal Dutch Shell plc 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 Post-Effective
Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto
duly authorized, in The Hague, on April 16, 2021.
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Royal Dutch
Shell plc
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By:
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/s/ Jessica
Uhl
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Name:
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Jessica
Uhl
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Title:
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Chief
Financial Officer
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed below by the following persons
on April 16, 2021, in the capacities indicated.
SIGNATURES
Signature
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Title
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/s/ Charles O. Holliday *
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Chair
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Charles O. Holliday
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/s/ Euleen Goh *
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Deputy Chair and Senior Independent Director
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Euleen Goh
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/s/ Ben van Beurden *
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Chief Executive Officer
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Ben van Beurden
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(Principal Executive Officer)
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/s/ Jessica Uhl *
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Chief Financial Officer
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Jessica Uhl
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(Principal Financial Officer; Principal Accounting Officer)
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Independent Non-executive Director
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Dick Boer
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Independent Non-executive Director
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Neil Carson OBE
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/s/ Ann Godbehere *
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Independent Non-executive Director
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Ann Godbehere
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/s/ Catherine J. Hughes *
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Independent Non-executive Director
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Catherine J. Hughes
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Independent Non-executive Director
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Martina Hund-Mejean
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Independent Non-executive Director
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Sir Andrew MacKenzie
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Independent Non-executive Director
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Abraham Schot
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/s/ Sir Nigel Sheinwald GCMG *
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Independent Non-executive Director
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Sir Nigel Sheinwald GCMG
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/s/ Gerrit Zalm *
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Independent Non-executive Director
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Gerrit Zalm
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*By:
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/s/ Jessica Uhl
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Name:
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Jessica Uhl
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Title:
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Power of Attorney
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
Under the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Royal Dutch Shell plc, has signed this Post-Effective Amendment
to Registration Statement on Form F-6 in Delaware, on April 16, 2021.
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PUGLISI & ASSOCIATES
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Authorized U.S. Representative
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald
J. Puglisi
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Title:
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Managing Director
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INDEX
TO EXHIBITS
Exhibit
Number
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(a)(2)
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Form
of Amendment to Amended and Restated Deposit Agreement.
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(e)
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Rule
466 Certification
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