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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 Vivendi
S.A.
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100,000,000 | $ | 0.05 | $ | 5,000,000 | $ | 196.50 | |||||||||
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*
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Each
unit represents one American Depositary
Share.
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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 receipts evidencing American Depositary
Shares.
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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
Terms
of Deposit:
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Face
of Receipt, Top center
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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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(x)
Limitation upon the liability of the depositary
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Paragraphs
(6), (10), (15), (16), (17), (18) and (21)
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3. Fees
and charges which may be imposed directly or indirectly against holders of
Receipts
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Paragraph
(9)
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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 Deposit Agreement, dated as of December 15, 2008, by and among Vivendi
S.A., Deutsche Bank Trust Company Americas, as depositary (the “Depositary”),
and all Holders 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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(e)
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Certification
under Rule 466. – Not Applicable.
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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 Vivendi S.A.
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Deutsche
Bank Trust Company Americas, solely in its capacity as
Depositary
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By:
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/s/Chris Konopelko
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||
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Name:
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Chris
Konopelko
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||
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Title:
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Vice
President
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By:
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/s/James Kelly
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Name:
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James
Kelly
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Title:
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Vice
President
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||
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Vivendi
S.A.
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||
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By:
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/s/Dominique Gibert
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Name:
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Dominique
Gibert
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Title:
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Deputy
Chief Financial
Officer
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Signatures
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Capacity
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/s/Jean-Bernard Lévy
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Chairman
of the Management Board and
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Jean-Bernard
Lévy
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Principal
Executive Officer
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/s/Abdeslam Ahizoune
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Member
of the Management Board
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Abdeslam
Ahizoune
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||
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/s/Philippe Capron
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Member
of the Management Board and
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Philippe
Capron
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Chief
Financial Officer and Controller
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/s/Frank Esser
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Member
of the Management Board
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Frank
Esser
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/s/Bertrand Meheut
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Member
of the Management Board
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|
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Bertrand
Meheut
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||
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/s/René Pénisson
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Member
of the Management Board
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René
Pénisson
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||
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/s/George E. Bushnell III
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Authorized
Representative in the United
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George
E. Bushnell III
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States
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Exhibit Number
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(a) Form
of Deposit Agreement
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(d) Opinion
of counsel to the Depositary
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