As filed with the Securities and Exchange Commission on May 17, 2023 Registration No. 333-7480
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES
INDUSTRIAS BACHOCO S.A.B. de C.V.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
UNITED MEXICAN STATES
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
240 Greenwich Street New York, N.Y. 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
Legal Department
240 Greenwich Street
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective under Rule 466
(check appropriate box)
[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. [ ]
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption
| Location in Form of Receipt
|
| Introductory Article |
| Face of Receipt, top center |
Terms of Deposit:
| |
| (i) The amount of deposited securities represented by one unit of depositary shares | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15 and 16 |
| (iii) The procedure for collection and distribution of dividends | Articles number 12, 14 and 15 |
| (iv) The procedure for transmission of notices, reports and proxy soliciting material | Articles number 11, 15 and 16 |
| (v) The sale or exercise of rights | Article number 13 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12 and 17 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
| (viii) Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares | Article number 11 |
| (ix) Restrictions upon the right to transfer or withdraw the underlying securities | Articles number 2, 3, 4, 6 and 8 |
| (x) Limitation upon the liability of the depositary | Articles number 13 and 18 |
| 3. Fees and Charges | Articles number 7 |
Item - 2. Available Information
| Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
| a. | Form of Amended and Restated Deposit Agreement dated as of September 26, 2006 among Industrias Bachoco S.A.B.de C.V., The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. – Previously filed. |
| 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 being registered. – Previously filed. |
| e. | Certification under Rule 466. – Filed herewith as Exhibit 5. |
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 depositary shares, 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 ADRs, 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 ADR 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 May 17, 2023.
Legal entity created by the agreement for the issuance of American Depositary Shares representing Series B shares of Industrias Bachoco S.A.B. de C.V.
| By: | The Bank of New York Mellon | |
| As Depositary | ||
| By: | /s/ Lance Miller | |
| Name: | Lance Miller | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act of 1933, Indutrias Bachoco S.A.B. de C.V. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the United Mexican States, on May 17, 2023.
| INDUSTRIAS BACHOCO S.A.B. de C.V. | |
| By: | /s/ Daniel Salazar Ferrer |
| Name: | Daniel Salazar Ferrer |
| Title: | Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on May 17, 2023.
/s/ Ernesto Salmon Castelo | Chief Executive Officer | |
| Ernesto Salmon Castelo | (principal executive officer) | |
/s/ Daniel Salazar Ferrer | Chief Financial Officer | |
| Daniel Salazar Ferrer | (principal financial and accounting officer) | |
/s/ Francisco Javier R. Bours Castelo | Chairman of the Board and Proprietary Shareholder | |
| Francisco Javier R. Bours Castelo | Director | |
| Proprietary Shareholder Director | |
| Jose Gerardo Robinson Bours Casetlo | ||
/s/ Jesus Enrique Robinson Bours Muñoz | Proprietary Shareholder Director | |
| Jesus Enrique Robinson Bours Muñoz | ||
| Proprietary Shareholder Director | |
| Jesus Rodolfo Robinson Bours Muñoz | ||
| Proprietary Shareholder Director | |
| Arturo Bours Griffith | ||
| Proprietary Shareholder Director | |
| Octavio Robinson Bours | ||
/s/ Ricardo Aguirre Bours | Proprietary Shareholder Director | |
| Ricardo Aguirre Bours | ||
/s/ Juan Salvador Robinson Bours Martinez | Proprietary Shareholder Director | |
| Juan Salvador Robinson Bours Martinez | ||
/s/ Avelino Fernandez Salido | Independent Director | |
| Avelino Fernandez Salido | ||
/s/ Humberto Schwarzbeck Noriega | Independent Director | |
| Humberto Schwarzbeck Noriega | ||
/s/ Guillermo Ochoa Maciel | Independent Director | |
| Guillermo Ochoa Maciel | ||
/s/ David Gastelum Cazares | Independent Director | |
| David Gastelum Cazares | ||
| PUGLISI & ASSOCIATES | Authorized Representative in the United States | |
| By: | /s/ Donald J. Puglisi | |
| Name | Donald J. Puglisi | |
| Title: | Managing Director | |
INDEX TO EXHIBITS
Exhibit Number | Exhibit |
| 5 | Certification under Rule 466. |