As filed with the U.S. Securities and Exchange Commission on April 4, 2022
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
___________________
Cyrela Brazil Realty S.A. Empreendimentos e Participações
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
The Federative Republic of 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: +1-800- 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 212 947 7200
(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
☐ immediately upon filing
☐ on (Date) at (Time)
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 of Cyrela Brazil Realty S.A. Empreendimentos e Participações. | 50,000,000 American Depositary Shares | $0.05 | $2,500,000 | $231.75 |
| (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. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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 form of the Deposit Agreement filed as Exhibit (a) 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) Collection and distribution of dividends | | Paragraphs (4), (5), (7), (10), (11) and (13) |
(iv) Transmission of notices, reports and proxy soliciting material | | Paragraphs (3), (8), (11) and (12) |
(v) Sale or exercise of rights | | Paragraphs (4), (5), (7) and (10) |
(vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Paragraphs (3), (4), (5), (7), (10), (11) and (13) |
(vii) Amendment, extension or termination of the Deposit Agreement | | Paragraphs (15), (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 | | Paragraphs (14) and (17) |
(3) Fees and Charges | | Paragraph (7) |
Item 2. AVAILABLE INFORMATION
Item Number and Caption | | Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
| | | |
| Cyrela Brazil Realty S.A. Empreendimentos e Participações (the “Company”) publishes information in English required to maintain the exemption from registration under the Securities Exchange Act of 1934, as amended, afforded by Rule 12g3-2(b) promulgated thereunder on its Internet Web site or through an electronic information delivery system generally available to the public in its primary trading market As of the date hereof, the Company’s internet website is located at http://ri.cyrela.com.br/. | | Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Deposit Agreement among Cyrela Brazil Realty S.A. Empreendimentos e Participações, 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 (the "Deposit Agreement"), including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a). |
| (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 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. Not applicable. |
| (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 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. on behalf of the legal entity created by the Deposit Agreement among Cyrela Brazil Realty S.A. Empreendimentos e Participações, JPMorgan Chase Bank, N.A., 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 April 4, 2022.
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
By:
JPMORGAN CHASE BANK, N.A., as Depositary
By:
/s/ Lisa M. Hayes
Name: Lisa M. Hayes
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Cyrela Brazil Realty S.A. Empreendimentos e Participações 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 São Paulo, Brazil, on April 4, 2022.
Cyrela Brazil Realty S.A. Empreendimentos e Participações
By:
/s/ Miguel Maia Mickelberg
Name: Miguel Maia Mickelberg
Title: Chief Financial and Investor Relations Officer
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Miguel Maia Mickelberg, as his or her true and lawful attorney-in-fact and agent 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, as amended, this Registration Statement on Form F-6 has been signed by the following persons on April 4, 2022, in the capacities indicated.
SIGNATURES
Signature | | Title |
/s/ Efraim Horn
Efraim Horn | | Co-President Director
(principal executive officer) |
| | | |
/s/ Raphael Horn
Raphael Horn | | Co-President Director
|
/s/ Miguel Maia Mickelberg
Miguel Maia Mickelberg | | Chief Financial and Investor Relations Officer
(principal financial and accounting officer) |
| | | |
Elie Horn | | Co-Chair of the Board of Directors
|
| | | |
/s/ Rogério Frota Melzi
Rogério Frota Melzi | | Co-Chair of the Board of Directors
|
| | | |
Fernando Goldsztein | | Director
|
| | | |
George Zausner | | Director
|
| | | |
/s/ Rafael Novellino
Rafael Novellino | | Director
|
| | | |
/s/ João Cesar de Queiroz Tourinho
João Cesar de Queiroz Tourinho | | Director
|
| | | |
/s/ José Guimarães Monforte
José Guimarães Monforte | | Director
|
| | | |
/s/ Ricardo Cunha Sales
Ricardo Cunha Sales | | 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 Cyrela Brazil Realty S.A. Empreendimentos e Participações, has signed this Registration Statement on Form F-6 in New York, NY, on April 4, 2022.
Authorized U.S. Representative
By:
Cogency Global Inc.
By:
/s/ Colleen A. De Vries
Name: Colleen A. De Vries
Title: Senior Vice-President on behalf of Cogency Global Inc.
INDEX TO EXHIBITS
Exhibit
Number | |
| | |
| (a) | Deposit Agreement among Cyrela Brazil Realty S.A. Empreendimentos e Participações, 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 (the "Deposit Agreement"), including the Form of ADR attached as Exhibit A thereto. |
| | |
| (d) | Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. |
