Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
16 Noviembre 2020 - 2:05PM
Edgar (US Regulatory)
As filed with
the U.S. Securities and Exchange Commission on November 16, 2020
Registration
No. 333-174961
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
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SLC Agrícola
S.A.
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
Brazil
(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)
____________________
Depositary Management Corporation
570 Lexington Avenue, Suite 2405
New York, NY 10022
(212) 319-4800
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
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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
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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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roposed
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 one common shares of SLC Agrícola S.A.
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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 form of American Depositary Receipt (“ADR” or “American Depositary Receipt”)
included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment to Registration Statement
on Form F-6, which is incorporated herein by reference.
CROSS
REFERENCE SHEET
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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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 deposit 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
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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 SLC Agrícola S.A. publishes information in English required to maintain the exemption from registration
under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.slcagricola.com.br/) or through
an electronic information delivery system generally available to the public in its primary trading market.
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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 ,
2020 among SLC Agrícola S.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the
"Deposit Agreement"), including the Form
of American Depositary Receipt, is 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 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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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 November 16, 2020.
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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/ Lisa M. Hayes
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Name:
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Lisa M. Hayes
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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, SLC Agrícola S.A. 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, on November 16, 2020.
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SLC Agrícola S.A.
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By:
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/s/ Ivo Marcon Brum
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Name:
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Ivo Marcon Brum
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Title:
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Chief Financial Officer
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KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aurélio Pavinato and Ivo Marcon
Brum, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities
Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities
Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on November
16, 2020, in the capacities indicated.
SIGNATURES
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Signature
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Title
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/s/ Eduardo
Silva Logemann
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Chairman of the Board
of Directors
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Eduardo Silva Logemann
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/s/ Jorge Luiz
Silva Logemann
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Vice-Chairman of the Board of Directors
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Jorge Luiz Silva Logemann
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/s/
Aurélio Pavinato
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Chief Executive Officer
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Aurélio Pavinato
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/s/ Ivo Marcon
Brum
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Chief Financial Officer
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Ivo Marcon Brum
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Board Director
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Osvaldo Burgos Schirmer
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/s/ André
Souto Maior Pessoa
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Director
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André Souto Maior Pessoa
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Director
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Fernando de Castro Reinach
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE REGISTRANT
Under the Securities Act of 1933, as
amended, the undersigned, the duly authorized representative in the United States of SLC Agrícola S.A., has signed this
Post-Effective Amendment to Registration Statement on Form F-6 in New York, New York, on November 16, 2020.
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Authorized U.S. Representative
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By:
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/s/ George Boychuk
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Name:
George Boychuk for Depositary Management Corporation
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INDEX
TO EXHIBITS
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Exhibit
Number
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(a)
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Form of Deposit Agreement.
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(e)
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Rule
466 Certification
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