Post-effective Amendment to Registration Statement (pos Am)
02 Enero 2018 - 6:24AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 2, 2018
Registration
No. 333-211158
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM
F-10
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AGRIUM INC.
(Exact name
of registrant as specified in its charter)
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Canada
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2870
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98-0346248
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(Province or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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13131 Lake Fraser Drive S.E.
Calgary, Alberta
T2J 7E8
Canada
(403)
225-7000
(Address and telephone number of Registrants principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212)
894-8940
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
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Copies to:
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Christopher J. Cummings
Edwin S. Maynard
Paul,
Weiss, Rifkind,
Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212)
373-3000
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Joel T. May
Neil M. Simon
Jones
Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta,
Georgia 30309-3053
(404)
521-3939
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Approximate date of commencement of proposed sale of the securities to public:
Not applicable.
It is proposed that this filing
shall become effective (check appropriate box):
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A. ☒
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Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
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B. ☐
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At some future date (check the appropriate box below):
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1.
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☐
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pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7 calendar days after filing).
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2.
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☐
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pursuant to Rule 467(b) on ( ) at ( ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has
issued a receipt or notification of clearance on ( ).
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3.
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☐
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pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance
has been issued with respect hereto.
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4.
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☐
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after the filing of the next amendment to this Form (if preliminary material is being filed).
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the
home jurisdictions shelf prospectus offering procedures, check the following box. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This post-effective amendment relates to the registration statement on Form
F-10
(File
No. 333-211158)
(as previously amended, the Registration Statement) filed by Agrium Inc. (Agrium) with the Securities and Exchange Commission relating to Agriums common shares
(Common Shares), Agriums preferred shares (Preferred Shares), Agriums subscription receipts (Subscription Receipts), one or more series of Agriums unsecured debt securities consisting of
debentures, notes or other unsecured evidence of indebtedness (Debt Securities), Agriums share purchase contracts (Share Purchase Contracts), and/or Agriums units comprised of one or more of the foregoing in
any combination (Units and, together with the Common Shares, Preferred Shares, Subscription Receipts, Debt Securities and Share Purchase Contracts, the Securities).
On January 1, 2018, pursuant to an Arrangement Agreement, dated September 11, 2016, between Agrium and Potash Corporation of
Saskatchewan Inc. (PotashCorp), each of Agrium and PotashCorp became an indirect wholly owned subsidiary of Nutrien Ltd. (Nutrien), a parent entity formed to manage and hold the combined businesses of Agrium and PotashCorp as
a result of the transactions under the plan of arrangement under the
Canada Business Corporations Act
, involving, among others, Nutrien, Agrium and PotashCorp (the Arrangement).
As a result of the completion of the Arrangement, Agrium has terminated all offerings of Securities pursuant to the Registration Statement and
Agrium hereby removes from registration all of such Securities registered but unsold under the Registration Statement as of the date hereof, if any.
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
F-10
and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Canada, on January 2, 2018.
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AGRIUM INC.
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By:
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/s/ Charles V. Magro
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Name: Charles v. Magro
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Title: President, Chief Executive Officer and Director
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on December 31, 2017.
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Signature
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Title
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/s/ Charles V. Magro
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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Charles V. Magro
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*
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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Steve J. Douglas
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*
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Vice President, Finance
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Fredrick R. Thun
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*
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Chairman of the Board of Directors
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Derek G. Pannell
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*
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Director
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Maura J. Clark
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Director
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David C. Everitt
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*
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Director
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Russell K. Girling
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Director
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Russell J. Horner
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Director
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Miranda C. Hubbs
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Director
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Hon. A. Anne McLellan
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Director
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Mayo M. Schmidt
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*By:
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/s/ Charles V. Magro
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Name:
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Charles V. Magro
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Title:
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Attorney-in-fact
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Post-Effective Amendment
No. 1 to the Registration Statement, solely in the capacity of the duly authorized representative of Agrium Inc. in the United States, on the 2
nd
day of January, 2018.
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AGRIUM U.S. INC.
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By:
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/s/ Mike Frank
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Name:
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Mike Frank
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Title:
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Authorized Signatory
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