As filed with the Securities and Exchange Commission on December 12, 2019

Registration No. 333-191905

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE

AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

CONSTELLIUM SE

(Exact Name of Registrant as Specified in its Charter)

 

 

 

France   98-0777516
(State or Other Jurisdiction
of Incorporation)
  (IRS Employer
Identification No.)

Washington Plaza

40-44, rue Washington

75008 Paris, France

(Address, including Zip code, of Principal Executive Offices)

Constellium SE 2013 Equity Incentive Plan

(Full title of the plan)

Corporation Service Company

80 State Street

Albany, NY 12207-2543

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

 

Jeremy Leach

Senior Vice President and Group General Counsel

Constellium SE

Washington Plaza

40-44, rue Washington

75008 Paris, France

 

Karessa L. Cain

Elina Tetelbaum

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer      Accelerated Filer  
Non-Accelerated Filer      Smaller Reporting Company  
Emerging Growth Company       

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 


EXPLANATORY NOTE

This Post-Effective Amendment No. 2 (this “Amendment”) to the Form S-8 registration statement (File No. 333-191905) filed on October 25, 2013 (the “Registration Statement”) does not reflect any increase in the number of shares issuable pursuant to the Constellium SE 2013 Equity Incentive Plan (as amended, the “Plan”). This Amendment is being filed in accordance with Rule 414(d) under the Securities Act of 1933, as amended (the “Securities Act”), by Constellium SE (“Constellium SE”), a European company (“Societas Europaea”), as the successor registrant to Constellium N.V. (“Constellium N.V.”), a Dutch public limited liability company (“Naamloze Vennootschap”). Effective on June 28, 2019, Constellium N.V. converted from a Naamloze Vennootschap governed by the laws of the Netherlands with its corporate seat/registered office and headquarters in Amsterdam, the Netherlands to a Societas Europaea governed by the laws of the Netherlands with its corporate seat/registered office and headquarters in Amsterdam, the Netherlands (the “Conversion”). The Conversion was part of the previously disclosed transaction to transfer the corporate seat/registered office and headquarters to Paris, France (the “Transfer”). Following the approval of Constellium SE’s shareholders on November 25, 2019 (“EGM Approval”), the Transfer became effective on December 12, 2019 upon the effectiveness of the registration of Constellium SE with the French Commercial Court and pursuant to French law (the “French Registration”). Following the EGM approval, Constellium SE also executed a deed of amendment amending its articles of association to conform with French law (as so amended, the “Articles of Association”), which also became effective on December 12, 2019, upon the French Registration. Constellium SE expressly adopts the Registration Statement, as modified by this Amendment, as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

For the purposes of this Amendment and the Registration Statement, (i) as of any time prior to the Conversion, references to the “Registrant,” “Constellium” and similar terms mean Constellium N.V. and its consolidated subsidiaries and, as of any time after the Conversion, means Constellium SE and its consolidated subsidiaries; (ii) as of any time prior to the Conversion, references to “shareholders” mean the holders of any Class A ordinary shares, par value €0.02 per ordinary share, of Constellium N.V., as of any time after the Conversion (but before the Transfer), mean the holders of any Class A ordinary shares, par value €0.02 per ordinary share, of Constellium SE with its corporate seat/registered office and headquarters in Amsterdam, the Netherlands; and (iii) as of any time after the Transfer, references to “shareholders” mean the holders of any ordinary shares, par value €0.02 per ordinary share, of Constellium SE with its corporate seat/registered office and headquarters in Paris, France.

In connection with the Conversion, Constellium SE has amended the Plan with Amendment No. 3 to the Plan, which is filed as an exhibit to this Amendment and is hereby incorporated by reference into this Amendment. The rights of holders of Constellium SE’s ordinary shares are now governed by its Articles of Association, which is filed as an exhibit to this Amendment and is hereby incorporated by reference into this Amendment.

The Registration Statement shall remain unchanged in all other respects. Accordingly, this Amendment consists only of this explanatory note and revised versions of the following parts of the Form S-8: Part I, Part II, the signatures, the exhibit index and the exhibits filed in connection with this Amendment.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan covered by this Registration Statement, as is defined by this Amendment, as required by Rule 428(b)(1).


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Registrant pursuant to the Securities Act and the Exchange Act are hereby incorporated by reference in this Registration Statement:

 

  (a)

the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2018, filed on March 11, 2019;

 

  (b)

all other reports filed or furnished by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2018 (except for (i)  Exhibit 99.2, the second paragraph of Exhibit 99.1 (containing certain quotes by the Chief Executive Officer) and the section titled “Outlook” in Exhibit 99.1 to the Form 6-K furnished to the SEC on February 21, 2019; (ii) Exhibit 99.2, the second paragraph of Exhibit 99.1 (containing certain quotes by the Chief Executive Officer) and the section titled “Outlook” in Exhibit 99.1 to the Form 6-K furnished to the SEC on May 31, 2019; (iii) Exhibit 99.2, the second paragraph of Exhibit 99.1 (containing certain quotes by the Chief Executive Officer) and the section titled “Outlook” in Exhibit 99.1 to the first Form 6-K furnished to the Commission on July 25, 2019; (iv) Exhibit 99.2, the second paragraph of Exhibit 99.1 (containing certain quotes by the Chief Executive Officer) and the section titled “Outlook” in Exhibit 99.1 to the Form 6-K furnished to the Commission on October 24, 2019; and (v) any information from the Registrant’s website);

 

  (c)

the description of the ordinary shares, set forth in the Registrant’s Amendment No. 3 to its Registration Statement on Form 8-A filed on December 12, 2019 and as amended from time to time;

 

  (d)

the Registrant’s registration statement on Form S-8 (File No. 333-191905) filed on October  25, 2013 and as amended by Post-Effective Amendment No. 1 thereto on June 28, 2019;

 

  (e)

the Registrant’s registration statement on Form S-8 (File No. 333-201141) filed on December  19, 2014 and as amended by Post-Effective Amendment No. 1 thereto on June 28, 2019; and

 

  (f)

the Registrant’s registration statement on Form S-8 (File No. 333-225926) filed on June  27, 2018 and as amended by Post-Effective Amendment No. 1 thereto on June 28, 2019.

All documents filed by Constellium SE with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Amendment and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all offerings of securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Amendment to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of this Registration Statement after the most recent effective date may modify or replace existing statements contained in this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the ordinary shares will be passed upon for us by Shearman & Sterling LLP.


Item 6. Indemnification of Directors and Officers.

Following the Transfer, the Proposed Articles of Association will provide that the members and former members of the Board of Directors (the “Board”) shall be reimbursed for:

 

  a)

reasonable cost of conducting a defense against claims, including claims by Constellium SE (other than such claims for which such members or former members of the Board have been declared responsible for by a final court decision), based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at Constellium SE’s request; and

 

  b)

any damages payable by them as a result of an act or failure to act in the exercise of their duties or any other duties currently or previously performed by them at Constellium SE’s request.

There shall be no entitlement to indemnity:

 

  a)

if and to the extent the laws of France would not permit such indemnification;

 

  b)

if and to the extent a competent court has established in a final and conclusive decision that the act or failure to act of the current or former member of the Board may be characterized as willful (faute intentionnelle), intentionally reckless (faute lourde) or falling outside the exercise of its duties (faute détachable); or

 

  c)

if and to the extent the costs, damages or fines payable by the current or former member of the Board are covered by any liability insurance and the insurer has paid out the costs, damages or fines.

Except if the claim is instituted by the Company itself, the relevant current or former member of the Board shall follow the Company’s instructions relating to the manner of his or her defense and consult with the Company in advance about the manner of such defense. The person concerned shall not: (i) acknowledge any personal liability, (ii) waive any defense, or (iii) agree on a settlement, without the Company’s prior written consent. The Company may take out liability insurance for the benefit of current or former members of the Board.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the Commission, indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The index to exhibits appears below on the page immediately following the signature pages of this Amendment to the Registration Statement.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

 

  (1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;


  (ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  (iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that:

(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 do not apply if the registration statement is on Form S-8 (§239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and

 

  (2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (4)

That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i)

any preliminary prospectus or prospectus of the undersigned registrant to the offering required to be filed pursuant to Rule 424;

 

  (ii)

any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;

 

  (iii)

the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

  (iv)

any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


EXHIBIT INDEX

 

Exhibit Number   Exhibit Document
3.1   Articles of Association of Constellium SE, a European Company registered in France (incorporated by reference to Exhibit 3.1 of Constellium SE’s Form 6-K filed on December 12, 2019)
5.1*   Opinion of Shearman & Sterling LLP, French counsel to Constellium SE, as to the validity of the ordinary shares
10.1   Constellium N.V. 2013 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.13 to Constellium N.V.’s Form F-1 Registration Statement (Registration No. 333-191863) filed on October 23, 2013)
10.2   Amendment to the Constellium N.V. 2013 Equity Incentive Plan, effective as of June  27, 2018 (incorporated herein by reference to Exhibit 99.2 to Constellium N.V.’s Registration Statement on Form S-8 (Registration No.  333-191863) filed on June 27, 2018)
10.3   Amendment No. 2 to the Constellium N.V. 2013 Equity Incentive Plan, effective as of June  28, 2019 (incorporated by reference to Exhibit 10.1 of Constellium SE’s Form 6-K filed on June 28, 2019)
10.4   Amendment No.  3 to the Constellium SE 2013 Equity Incentive Plan, effective as of December 12, 2019 (incorporated by reference to Exhibit 10.1 of Constellium SE’s Form 6-K filed on December 12, 2019)
23.1*   Consent of PricewaterhouseCoopers Audit, Independent Registered Public Accounting Firm
23.2*   Consent of PricewaterhouseCoopers LLP, Independent Auditors
23.3*   Consent of Shearman & Sterling LLP (included as part of Exhibit 5.1)
24.1   Power of Attorney for Richard B. Evans, Guy Maugis, Philippe Guillemot, Werner P. Paschke (included on the signature page of Constellium N.V.’s Form S-8 registration statement (File No. 333-225926) filed on June 27, 2018)
24.2   Power of Attorney for Michiel Brandjes, Peter F. Hartman, John Ormerod, Lori A. Walker, Martha Brooks and Stéphanie Frachet (incorporated by reference to Exhibit 24.2 of Amendment No. 1 to Constellium SE’s Form S-8 registration statement (File No. 333-191905) filed on June 28, 2019)
99.1   Transfer of Corporate Seat Proposal of Constellium SE, as filed with the Dutch Trade Register on June  28, 2019 (incorporated by reference to Exhibit 99.2 of Amendment No. 1 to Constellium SE’s Registration Statement on Form F-4 (Registration No.  333-231906) filed on October 21, 2019)

 

*

Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France, on December 12, 2019.

 

CONSTELLIUM SE
By:   /s/ Jean-Marc Germain
  Name: Jean-Marc Germain
  Title:   Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.

 

Name

  

Title

 

Date

/s/ Jean-Marc Germain

Jean-Marc Germain

   Chief Executive Officer and Executive Director
(Principal Executive Officer)
  December 12, 2019

/s/ Peter R. Matt

Peter R. Matt

  

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

  December 12, 2019

*

Richard B. Evans

   Chairman   December 12, 2019

*

Guy Maugis

   Director   December 12, 2019

*

Philippe Guillemot

   Director   December 12, 2019

*

Werner P. Paschke

   Director   December 12, 2019

*

Michiel Brandjes

   Director   December 12, 2019

*

Peter F. Hartman

   Director   December 12, 2019

*

John Ormerod

   Director   December 12, 2019

*

Lori A. Walker

   Director   December 12, 2019

*

Martha Brooks

   Director   December 12, 2019

*

Stéphanie Frachet

   Director   December 12, 2019

 

*By:  

/s/ Jeremy Leach

 

Jeremy Leach

Attorney-in-Fact

[Signature Page to Form S-8/A (Reg. No. 333-191905)]


AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has caused the amendment to this Amendment to the Registration Statement to be signed solely in the capacity as the duly authorized representative of Constellium SE in the United States on December 12, 2019.

 

Constellium US Holdings I, LLC
By:  

/s/ Rina Teran

  Name: Rina Teran
  Title: Vice President & Secretary

[Signature Page to Form S-8/A (Reg. No. 333-191905)]

EX-5.1

Exhibit 5.1

12 December, 2019

Constellium SE

Washington Plaza

40-44 rue Washington

75008 Paris

France

Constellium SE – Amendment Registration Statement on Form S-8

Ladies and Gentlemen,

We have acted as legal counsel as to matters of French law to Constellium SE, a Societas Europaea, with its corporate seat in Washington Plaza, 40-44 rue Washington, 75008 Paris, France (the “Company”), in connection with the filing by the Company under the Securities Act of 1933, as amended, of a post-effective amendment No. 2 dated the date hereof (the “Amendment Form S-8”) to the registration statement on Form S-8 dated 25 October 2013 with file no. 333-191905 as amended by post-effective amendment No. 1 dated 28 June 2019, in relation to the registration of up to 5,292,291 ordinary shares of the Company (with nominal value €0.02 per share) (the “Shares”, and each a “Share”) that may be issued pursuant to the Constellium SE 2013 Equity Incentive Plan (the “Plan”), with the United States Securities and Exchange Commission (the “SEC”).

This opinion is furnished to you in order to be filed as an exhibit to the Amendment Form S-8 to be filed by you with the SEC.

 

A.

For the purpose of this opinion, we have exclusively examined and relied upon photocopies or copies received by fax or by electronic means, or originals if so expressly stated, of the following documents:

 

  a)

the Amendment Form S-8;

 

  b)

the Plan;

 

  c)

a copy of the articles of association (statuts) of the Company certified as of 12 December 2019 (the “French Articles”);

 

  d)

a certified copy of the resolutions (the “Resolutions”) of the extraordinary general meeting of the Company’s shareholders adopted on 25 November 2019, relating, inter alia, to (i) the transfer of the corporate seat of the Company from The Netherlands to France (the “Transfer of the Corporate Seat”) and (ii) the confirmation of the prior authorizations of the Company’s board of directors to freely allocate shares, to be issued or existing, under the Plan as previously approved (the “Designation”); and

 

1


  e)

a K-bis extract (Extrait K-bis) of the Company, issued by the Registre du Commerce et des Sociétés of Paris on 12 December 2019 (the “Extract”).

The Amendment Form S-8, the Plan and the Resolutions are collectively also referred to as the “Documents”.

 

B.

In rendering this opinion, we have assumed:

 

  a)

the legal capacity of natural persons, the genuineness of all signatures on, and the authenticity and completeness of all documents submitted to us as copies of drafts, originals or execution copies and the exact conformity to the originals of all documents submitted to us as photocopies or copies transmitted by facsimile or by electronic means and that all documents were at this date, and have through the date hereof remained, accurate and in full force and effect without modifications;

 

  b)

that the Plan constitutes and will constitute a legal, valid and binding obligation of the participants in the Plan and the Company, respectively, and is enforceable in accordance with its terms under all applicable laws;

 

  c)

that (a) the Designation, as renewed from time to time, will be in full force and effect (i) as at the date of granting of any rights to subscribe for the Shares under the Plan or, as the case may be, (ii) as at the date of issuance of any Shares under the Plan, and (b) any rights to subscribe for the Shares under the Plan have been validly granted;

 

  d)

prior to the registration (immatriculation) of the Company with the Greffe of the Paris Tribunal de commerce, the Company was duly established and validly existed as an SE registered in The Netherlands with a capital divided into 137,867,418 ordinary shares with a nominal value of euro 0.02, validly issued, fully paid and non-assessable;

 

  e)

all corporate action necessary for the Transfer of Corporate Seat has been taken, and the Transfer of Corporate Seat has been duly authorized and completed, in accordance with the European Council Regulation (EC) No. 2157/2001 (the “SE Regulation”), Dutch law and any other relevant law (other than the laws of the Republic of France);

 

  f)

the Resolutions referred to in paragraph A(d) above and the French Articles have been duly approved at the Company’s shareholders meeting of November 25, 2019, in accordance with the SE Regulation and Dutch law;

 

2


  g)

that any Shares will be issued, paid and duly accepted (a) as contemplated in and in accordance with the Documents, (b) in accordance with any applicable law (including, without limitation, the laws of France), (c) in accordance with the articles of association of the Company as in force at the date of issuance of such Shares and (d) with such terms so as not to violate any applicable law (including, for the avoidance of doubt, any law applicable at the time of such issue, offer, delivery and acceptance) and upon issue of each Share at least a consideration (in cash or in kind) will be paid to the Company on such Share with a value equal to the nominal amount thereof and any premium agreed upon;

 

  h)

that the Company is not in a state of cessation of payments (cessation des paiements) as of the date hereof (or any similar state in any jurisdiction other than France), and is not subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws in any jurisdiction;

 

  i)

that each time a Share is issued, the available reserves of the Company are sufficient for such Share to be validly issued;

 

  j)

that the information set forth in the Extract is on the date hereof complete and accurate;

 

  k)

that the Resolutions have not been annulled, revoked or rescinded and are in full force and effect as at the date hereof; and

 

  l)

that any issuance of Shares will not require the Company to publish a prospectus or equivalent document under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and the rules as promulgated hereunder, each as amended from time to time.

 

C.

We are rendering this opinion in our capacity as Avocats au Barreau de Paris and this opinion is limited to, and is to be construed in accordance with, the laws of the French Republic and relates to matters of French law exclusively. In this opinion, references to French law or to the laws of the French Republic are to be read as references to the laws and regulations of France in full force and effect as of the date hereof, as interpreted by the Cour de Cassation and the Conseil d’Etat (being the supreme courts of the French judiciary and administrative court systems, respectively) in their decisions reported in major legal publication. We express no opinion as to (i) any matter of foreign law nor as to any matter of fact and, in particular, we express no opinion on European Community law as it affects any jurisdiction other than the Republic of France, (ii) matters of competition law, and (iii) matters of taxation. In addition, we have assumed that no foreign law affects the conclusions stated in this opinion and that the recognition by a French court pursuant to a treaty or otherwise of the effects in France of a foreign law does not affect the conclusions stated in this opinion.

This opinion is strictly limited to the matters specifically stated in Section D below and may not be read as extending by implication to any matters not specifically referred to herein. In particular, nothing in this opinion should be taken as expressing an opinion of our part in respect of any representations and warranties of the parties or any other facts, computations or information contained in the Documents or in respect of any other agreement, instrument or document referred to in the Documents.

French law concepts used in this opinion and described in English may not have the same meaning under the laws of other jurisdictions and words appearing in the French language have the meaning ascribed to them under French law and prevail over their translation into English. This opinion is given by Shearman & Sterling LLP (“Shearman & Sterling”) and may only be relied upon under the express condition that (i) any issues of interpretation or liability arising hereunder will be governed by the laws of the

 

3


  French Republic and will be brought exclusively before a court of France, and (ii) such liability, if any, shall be limited to Shearman & Sterling only, to the exclusion of any of its directors, partners, employees, shareholders and advisors or its or their affiliates and to the aggregate of the amount paid under Shearman & Sterling’s professional insurance in the particular instance and any applicable deductible payable thereunder.

 

D.

Based upon and subject to the foregoing and to the further qualifications, limitations and exceptions set forth herein, and subject to any factual matters not disclosed to us and inconsistent with the information revealed by the documents reviewed by us in the course of our examination referred to above, we are as at the date hereof of the following opinion:

 

  a)

the Company is duly incorporated (immatriculée), and is validly existing under the laws of the French Republic as a European limited-liability company (Societas Europaea); and

 

  b)

the Shares, when duly issued and paid for in accordance with the Plan, will be validly issued by the Company and will be fully paid and non-assessable.

 

E.

Our opinions expressed above are subject to the following qualifications:

 

  a)

we express no opinion as to the accuracy of any representations given by the Company, or any other party (express or implied) under or by virtue of the Documents;

 

  b)

Our opinion in paragraph D. 1 above is based on a review of the French Articles and the Extract, and the Extract is not conclusively capable of revealing whether or not:

 

   

a winding-up has been made or a resolution passed for the dissolution (winding-up) of the Company, or the Company’s operations have terminated (cessation d’activité), or

 

   

an order for the procédure de sauvegarde, sauvegarde accélérée, sauvegarde financière accélérée, redressement judiciaire or liquidation judiciaire has been issued,

as notice of these matters may not be filed immediately and, when filed, may not be entered on the records immediately. Eventually, a mandat ad hoc or a conciliatory procedure (procédure de conciliation) will not appear in the Extract.

 

  c)

Our opinions are subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally including, without limitation, any judicial reorganization (redressement judiciaire), judicial liquidation (liquidation judiciaire), safeguard proceedings (procédure de sauvegarde), accelerated safeguard proceedings (procédure de sauvegarde accélérée), accelerated financial safeguard proceedings (procédure de sauvegarde financière accélérée), appointment of any conciliateur, or ad-hoc agent (mandataire ad-hoc) or judicial administrator (administrateur provisoire), or any procedure in accordance with Livre Sixième of the French Code de commerce, or any similar proceedings in any jurisdiction other than France; and

 

4


  d)

The term “non-assessable”, which has no recognized meaning in French law, for the purposes of this opinion means that no present or future holder of such Shares will be subject to personal liability, by reason of being such a holder, for additional payments or calls for further funds by the Company or any other person.

We assume no obligation to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge occurring after the date hereof which may affect this opinion in any respect. This opinion is given for the purposes of the Amendment Form S-8 only and may not be disclosed or quoted other than as an exhibit to (and therefore together with) the Amendment Form S-8, without our prior consent.

This opinion is addressed to you and given for the sole purpose of the registration of the Shares with the SEC. We hereby consent to the filing of this opinion letter as an exhibit to the Amendment Form S-8. In giving such consent we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. However, it may not be otherwise disclosed or quoted to any person other than to your legal advisers or relied upon by any person or be used for any other purpose, without our prior written consent in each instance.

 

  Very truly yours,
 

/s/ Shearman & Sterling LLP

 

5

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on post-effective Amendment No. 2 to Form S-8 of Constellium SE of our report dated March 11, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Constellium’s N.V’s Annual Report on Form 20-F for the year ended December 31, 2018.

Neuilly-sur-Seine, France

 

PricewaterhouseCoopers Audit
/s/ Pierre Marty
Pierre Marty
Partner
December 12, 2019
EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in this Registration Statement on post-effective Amendment No. 2 on Form S-8 of Constellium SE of our report dated February 15, 2018 relating to the financial statements of Constellium-UACJ ABS LLC, which appears in Constellium N.V.’s Annual Report on Form 20-F for the year ended December 31, 2018.

 

/s/ PricewaterhouseCoopers LLP
McLean, Virginia
December 12, 2019