As filed with the U.S. Securities and Exchange Commission on March 22, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OATLY GROUP AB
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Kingdom of Sweden
(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: +1-800- 990-1135
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Corporation Service Company
19 West 44th Street, Suite 200
New York, New York 10036
Telephone: +1-866-403-5272
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11 New York, New York 10179 Telephone: +1-800-990-1135 | Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151 |
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. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum
Aggregate Price Per
Unit (1) | Proposed Maximum Aggregate Offering
Price (2) | Amount of Registration Fee |
American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing one (1) ordinary share, par value US$ 0.00017 per share, of Oatly Group AB. | 250,000,000 American Depositary Shares | $0.05 | $12,500,000 | $1,845.00 |
| (1) | Each unit represents one American Depositary Share. |
| (2) | 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. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit (a)(1) to this Registration Statement on Form F-6, which is 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 Filed Herewith as Prospectus |
| | | |
| (1) | Name and address of Depositary | | Introductory paragraph and bottom of face of American Depositary Receipt |
| | | | |
| (2) | Title of American Depositary Receipts and identity of deposited securities | | Face of American Depositary Receipt, top center |
| | Terms of Deposit: | | |
| | (i) | Amount of deposited securities represented by one unit of American Depositary Shares | | Face of American Depositary Receipt, upper right corner |
| | (ii) | Procedure for voting, if any, the deposited securities | | Paragraphs (6), (11) and (12) |
| | (iii) | Procedure for collecting and distributing dividends | | Paragraphs (4), (5), (7) and (10) |
| | (iv) | Procedures for transmitting notices, reports and proxy soliciting material | | Paragraphs (3), (8), (11) and (12) |
| | (v) | Sale or exercise of rights | | Paragraphs (4), (5) and (10) |
| | (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Paragraphs (3), (4), (5), (10) and (13) |
| | (vii) | Amendment, extension or termination of the Deposit Agreement | | Paragraphs (16) and (17) |
| | (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs | | Paragraph (3) |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Paragraphs (1), (2), (4), (5) and (6) |
| | (x) | Limitation upon the liability of the Depositary | | Paragraph (14) |
| | | | | |
| (3) | Fees and charges that a holder of ADRs may have to pay, either directly or indirectly | | Paragraph (7) |
Item 2. AVAILABLE INFORMATION
| Item Number and Caption | | Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
| | | |
| Oatly Group AB is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. | | Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Form of American Depositary Receipt (“ADR”). Filed herewith as Exhibit (a)(1). |
| (a)(2) | Deposit Agreement. Deposit Agreement, dated as of May 19, 2021, among Oatly Group AB (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the “Deposit Agreement”). Filed as Exhibit (a) to the Registration Statement on Form F-6 (File No. 333-262476) and incorporated herein by this reference. |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Side Letter, dated December 21, 2021, from the Company to the Depositary pursuant to the Deposit Agreement to change the Company’s agent for service of process. Filed as Exhibit (b) to the Registration Statement on Form F-6 (File No. 333-262476) and incorporated herein by this reference. |
| (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. Not Applicable. |
| (d) | Opinion of Norton Rose Fulbright US LLP, 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) | Power of Attorney of certain officers and directors 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 thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the “Depositary”) on behalf of the legal entity created by the Deposit Agreement (the “Deposit Agreement”) among Oatly Group AB, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) 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 March 22, 2024.
| | Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| By: | JPMORGAN CHASE BANK, N.A., solely in its capacity as Depositary |
| | By: | /s/ Timothy E. Green |
| | | Name: | Timothy E. Green |
| | | Title: | Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Oatly Group AB 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 Malmö, Sweden, on March 22, 2024.
| | OATLY GROUP AB |
| | |
| | By: | /s/ Jean-Christophe Flatin |
| | | Name: | Jean-Christophe Flatin |
| | | Title: | Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jean-Christophe Flatin and Marie-José David, 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.
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 March 22, 2024.
SIGNATURES
| Signature | | Title |
| | | |
| /s/ Jean-Christophe Flatin | | |
| Jean-Christophe Flatin | | Chief Executive Officer
(principal executive officer) |
| | | |
| /s/ Marie-José David | | |
| Marie-José David | | Chief Financial Officer
(principal financial and accounting officer) |
| | | |
| /s/ Toni Petersson | | |
| Toni Petersson | | Director |
| /s/ Steven Chu | | |
| Steven Chu | | Director |
| | | |
| /s/ Ann Chung | | |
| Ann Chung | | Director |
| | | |
| /s/ Bernard Hours | | |
| Bernard Hours | | Director |
| | | |
| /s/ Lillis Härd | | |
| Lillis Härd | | Director |
| | | |
| /s/ Hannah Jones | | |
| Hannah Jones | | Director |
| | | |
| /s/ Xin Wang | | |
| Xin Wang | | Director |
| | | |
| /s/ Eric Melloul | | |
| Eric Melloul | | Director |
| | | |
| /s/ Frances Rathke | | |
| Frances Rathke | | Director |
| | | |
| /s/ Yawen Wu | | |
| Yawen Wu | | Director |
| | | |
| /s/ Martin Brok | | |
| Martin Brok | | Director |
| | | |
| /s/ Calvin Tuen-Muk Lai Shu | | |
| Calvin Tuen-Muk Lai Shu | | Director |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Oatly Group AB, has signed this Registration Statement on Form F-6 in Portland, OR, U.S.A., on March 22, 2024.
| | Authorized U.S. Representative |
| | |
| | By: | Oatly Inc. |
| | |
| | | By: | /s/ Matthew Merritt |
| | | | Name: | Matthew Merritt |
| | | | Title: | Authorized Signatory of Oatly Inc. |
INDEX TO EXHIBITS
Exhibit
Number | | |
| (a)(1) | | Form of American Depositary Receipt. |
| (d) | | Opinion of Norton Rose Fulbright US LLP, counsel to JPMorgan Chase Bank, N.A., the depositary, as to the legality of the securities being registered. |
| (e) | | Rule 466 Certification. |
