As filed with the Securities and Exchange Commission on February 1, 2011
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
TOTAL S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
THE REPUBLIC OF FRANCE
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[X] 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 | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares, each American Depositary Share representing Ordinary Shares, of TOTAL S.A. | 500,000,000 American Depositary Shares | $5.00 | $25,000,000 | $2,902.50 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 16, 17, 20, and 21
securities
(iii) The collection and distribution of dividends
Articles number 3, 5, 11, 13, 14, 15, 19, 20, and 24
(iv) The transmission of notices, reports and proxy
Articles number 12, 16, 17, 18, 20,
soliciting material
and 21
(v) The sale or exercise of rights
Articles number 12, 14, 15, 20, and 24
(vi) The deposit or sale of securities resulting from
Articles number 11, 15, and 16
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Articles number 23 and 24
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 17 and 18
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Articles number 2, 3, 4, 5, 6, 8, and
withdraw the underlying securities
25
(x) Limitation upon the liability of the depositary
Articles number 12, 14, 20, 21, and 24
3. Fees and Charges
Articles number 7, 11, 12, 23, and 24
Item – 2.
Available Information
Public reports furnished by issuer
Article number 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of October 30, 1991, as amended and restated on September 30, 1993, as further amended and restated as of May 6, 1999, as further amended and restated as of June 21, 1999, as amended and restated as of August 7, 2003, and as further amended and restated as of March 4, 2008, among TOTAL S.A., The Bank of New York Mellon as Depositary, and all Holders from time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – 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. – See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e.
Certification under Rule 466. – Filed herewith as Exhibit 5.
f.
Power of Attorney. – Filed herewith as Exhibit 7.
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 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.
(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 ADS thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 1, 2011.
Legal entity created by the agreement for the issuance of American Depositary Shares for Ordinary Shares, of TOTAL S.A.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, TOTAL S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Paris, France on February 1, 2011.
TOTAL S.A.
By: /s/ Jérôme Schmitt
Name: Jérôme Schmitt
Title: Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on Febraury 1, 2011.
* | * | |
Christophe de Margerie | Patrick de La Chevardière | |
Chairman and Chief Executive Officer (Principal Executive Officer) | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | |
* | _________________________________ | |
Dominique Bonnet | Patrick Artus | |
Chief Accounting Officer (Principal Financial Officer) | Director | |
* | _________________________________ | |
Patricia Barbizet | Daniel Bouton | |
Director | Director | |
* | * | |
Gunnar Brock | Claude Clément | |
Director | Director | |
* | * | |
Bertrand Collomb | Paul Desmarais Jr. | |
Director | Director | |
* | * | |
Thierry Desmarest | Bertrand Jacquillat | |
Director | Director | |
* | _________________________________ | |
Anne Lauvergeon | Lord Levene of Portsoken | |
Director | Director | |
* | * | |
Claude Mandil | Michel Pébereau | |
Director | Director | |
* | * | |
Thierry de Rudder | Robert Hammond | |
Director | Authorized Representative in the United States | |
By: | /s/ Jérôme Schmitt | |
Name: Jérôme Schmitt | ||
*Attorney-in-fact | ||
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of October 30, 1991, as amended and restated on September 30, 1993, as further amended and restated as of May 6, 1999, as further amended and restated as of June 21, 1999, as amended and restated as of August 7, 2003, and as further amended and restated as of March 4, 2008, among TOTAL S.A, The Bank of New York Mellon as Depositary, and all Holders from time to time of American Depositary Shares issued thereunder.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.
5
Certification under Rule 466.
7
Power of Attorney.