As filed with the United States Securities and Exchange Commission on February 23, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
CIELO S.A.
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer’s name into English)
FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Law Debenture Corporate Services Inc.
801 Second Avenue, Suite 403
New York, NY 10017
(212) 750-6474
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
It is proposed that this filing become effective under Rule 466
If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one common share of Cielo S.A. | 100,000,000 | $0.05 | $5,000,000 | $579.50 |
| * | Each unit represents one American Depositary Share. |
| ** | 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 receipts evidencing American Depositary Shares. |
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt filed as Exhibit (a)(2) to this Registration Statement and incorporated herein by reference.
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
CROSS REFERENCE SHEET
| Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus | |||
| 1. | Name of depositary and address of its principal executive office | Face of Receipt | ||
| 2. | Title of Receipts and identity of deposited securities | Face of Receipt, Top center | ||
| Terms of Deposit: | ||||
| (i) | The amount of deposited securities represented by one American Depositary Share | Face of Receipt, Upper right corner | ||
| (ii) | The procedure for voting, if any, the deposited securities | Articles (15), (16) and (19) | ||
| (iii) | The collection and distribution of dividends | Articles (2), (10), (14), (15), (17) and (22) | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Articles (13), (15), (16), (20), (21), (22) and (24) | ||
| (v) | The sale or exercise of rights | Articles (10), (14) and (16) | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles (3), (4), (7), (10) and (17) | ||
| (vii) | Amendment, extension or termination of the deposit arrangements | Articles (21) and (22) (no provision for extensions) | ||
| (viii) | Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article (13) | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Articles (2), (3), (4), (7), (8), (9) and (10) | ||
| (x) | Limitation upon the liability of the depositary | Articles (7), (19) and (20) | ||
| 3. | Fees and charges which may be imposed directly or indirectly against holders of Receipts | Articles (7) and (10) | ||
| Item 2. AVAILABLE INFORMATION | Article (13) | |||
(a) As set forth in Article (13) of the Form of Receipt constituting the prospectus included herein, Cielo S.A. publishes and agrees to continue publishing the 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 (http://cielo.riweb.com.br/Default.aspx?linguagem=en) or through an electronic information delivery system generally available to the public in its primary trading market.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
| (a)(1) | Form of Deposit Agreement among Cielo S.A., as Issuer, Deutsche Bank Trust Company Americas, as Depositary, and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunder. Previously filed as Exhibit (a)(1) to Registration Statement 333-164911 and incorporated herein by reference. |
| (a)(2) | Form of American Depositary Receipt. Filed herewith as Exhibit (a)(2). |
| (b) | 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. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable. |
| (d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. – Filed herewith as Exhibit (e). |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto. |
| 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 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. |
| (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 American Depositary Receipt 30 days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Cielo S.A., Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, 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 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 February 23, 2017.
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one common share of Cielo S.A. Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | |||
| By: | /s/ Michael Fitzpatrick | ||
| Name: | Michael Fitzpatrick | ||
| Title: | Vice President | ||
| By: | /s/ Michael Curran | ||
| Name: | Michael Curran | ||
| Title: | Vice President | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Cielo 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 registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Barueri, State of São Paulo, Federative Republic of Brazil, on February 23, 2017.
| Cielo S.A. | |||
| By: | /s/ Eduardo Campozana Gouveia | ||
| Name: | Eduardo Campozana Gouveia | ||
| Title: | Chief Executive Officer | ||
| By: | /s/ Clovis Poggetti Junior | ||
| Name: | Clovis Poggetti Junior | ||
| Title: | Chief Financial Officer |
POWERS OF ATTORNEY
Know all persons by these presents that each person whose signature appears below constitutes and appoints Eduardo Campozana Gouveia and Clovis Poggetti Junior, jointly and severally, his or her true lawful attorneys-in-fact and agents with full and several power of substitution and resubstitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments and supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-6 has been signed by the following persons in the capacities indicated on February 23, 2017.
| Signatures | Capacity | |
/s/ Marcelo Augusto Dutra Labuto | Chairman of the Board of Directors | |
| Marcelo Augusto Dutra Labuto | ||
| /s/ Eduardo Campozana Gouveia | Chief Executive Officer | |
| Eduardo Campozana Gouveia | ||
/s/ Marcelo Araújo Noronha | Vice Chairman of the Board of Directors | |
| Marcelo Araújo Noronha | ||
| Director | ||
| Alexandre Rapapport | ||
| Director | ||
| Antônio Maurício Maurano | ||
/s/ Cesario Narihito Nakamura | Director | |
| Cesario Narihito Nakamura | ||
| /s/ Francisco da Costa e Silva | Director | |
| Francisco da Costa e Silva | ||
| /s/ Gilberto Mifano | Director | |
| Gilberto Mifano | ||
| /s/ José Maurício Pereira Coelho | Director | |
| José Maurício Pereira Coelho | ||
/s/ Milton Almicar Silva Vargas | Director | |
| Milton Almicar Silva Vargas | ||
/s/ Rogério Magno Panca | Director | |
| Rogério Magno Panca |
/s/ Rômulo de Mello Dias | Director | |
| Rômulo de Mello Dias | ||
/s/ Clovis Poggetti Junior | Chief Financial Officer | |
| Clovis Poggetti Junior | ||
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 Cielo S.A., has signed this Registration Statement in New York, New York, on February 23, 2017.
Authorized U.S. Representative Law Debenture Corporate Services Inc., as Authorized U.S. Representative | |||
| By: | /s/ Diana Arias | ||
| Name: | Diana Arias | ||
| Title: | Senior Manager | ||
INDEX TO EXHIBITS
Exhibit Number | |
(a)(2) Form of American Depositary Receipt (d) Opinion of counsel to the Depositary (e) Rule 466 Certification |