As filed with the Securities and Exchange Commission on October 25, 2013. Registration No. 333-111743
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
Post-Effective Amendment No. 1
to
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
Grupo Modelo, 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)
Republic of India
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall 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
ADR Division
One Wall Street, 11th Floor
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
[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 American Depositary Receipts | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15 and 16 |
| (iii) The collection and distribution of dividends | Articles number 12, 14 and 15 |
| (iv) The 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 Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6, 8 and 24 |
| (x) Limitation upon the liability of the depositary | Articles number 13 and 18 |
| 3. Fees and Charges | Article 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 Deposit Agreement dated as of February 9, 2004 among Grupo Modelo S.A. de C.V., the Bank of New York, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. – Previously filed. |
| b. | 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. |
| c. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously filed. |
| d. | 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 ADRs, 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.
(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 depositary shares 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 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 October 25, 2013.
Legal entity created by the Deposit Agreement for the issuance of American Depositary Shares representing Series C common shares of Grupo Modelo, S.A.B. de C.V.
By: The Bank of New York Mellon,
As Depositary
By:/s/ Joanne Di Giovanni Hawke
Name: Joanne Di Giovanni Hawke
Title: Managing Director
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Grupo Modelo, S.A.B. de C.V. has caused this registration statement or amendment to be signed on its behalf by the undersigned thereunto duly authorized, in Mexico City, on October 21, 2013.
Grupo Modelo, S.A.B. de C.V.
By:/s/ Margarita Hugues Vélez and Eduardo Gabriel Aponte Rico
Name: Margarita Hugues Vélez and Eduardo Gabriel Aponte Rico
Title: Attorney in fact.
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 October 21, 2013.
/s/ Ricardo Tadeu Almeida Cabral de Soares | Chief Executive Officer | |
| Ricardo Tadeu Almeida Cabral de Soares | ||
| (principal financial officer) | |
| Sandro Leite Ferreira | ||
/s/ Eduardo Gabriel Aponte Rico | (principal accounting officer) | |
| Eduardo Gabriel Aponte Rico | ||
/s/ Claus Werner von Wobeser Hoepfner | Director | |
| Claus Werner von Wobeser Hoepfner | ||
/s/ Carlos Alves Brito | Director | |
| Carlos Alves Brito | ||
/s/ Felipe Dutra | Director | |
| Felipe Dutra | ||
/s/ Sabine Chalmers | Director | |
| Sabine Chalmers | ||
/s/ Ricardo Tadeu Almeida Cabral de Soares | Director | |
| Ricardo Tadeu Almeida Cabral de Soares | ||
/s/ Carlos Fernández González | Director | |
| Carlos Fernández González | ||
/s/ Luis Fernando Gerardo de la Calle Pardo | Director | |
| Luis Fernando Gerardo de la Calle Pardo | ||
| Director | |
| Jamie Serra Puche | ||
/s/ José Antonio González Fernández | Director | |
| José Antonio González Fernández | ||
/s/ Valentín Díez Morodo | Director | |
| Valentín Díez Morodo | ||
| Director | |
| María Asunción Aramburuzabala Larregui | ||
/s/ Craig Katerberg | Authorized Representative in the United States | |
| Craig Katerberg |
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
| 5 | Rule 466 Certification |
