As filed with the Securities and Exchange Commission on December 14, 2011. Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
COMPARTAMOS, 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)
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, 29th 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
[ ] immediately upon filing
[X] on December 23, 2011 at 9:00 AM EST.
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
(1)
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
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 |
1. Name and address of depositary | Introductory Article |
2. Title of American Depositary Receipts and identity of deposited securities | 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, 16 and 18 |
(iii) The collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 |
(iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
(v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 |
(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 and 8 |
(x) Limitation upon the liability of the depositary | Articles number 14, 18, 21 and 22 |
3. Fees and Charges | Articles number 7 and 8 |
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 ____________, 2011 among Compartamos, S.A.B. de C.V., The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Ownersfrom time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of letter from The Bank of New York Mellon to Compartamos, S.A.B. de C.V. relating to pre-release activities. - Filed herewith as Exhibit 2.
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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
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 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 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 December 14, 2011.
Legal entity created by the agreement for the issuance of depositary shares representing common shares of Compartamos, S.A.B. de C.V.
By:
The Bank of New York Mellon,
As Depositary
By:
/s/ Robert Goad
Name: Robert Goad
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Compartamos, S.A.B. de C.V. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Mexico City, Mexico, on December 14, 2011.
Compartamos, S.A.B. de C.V.
By: /s/ Patricio Diez de Bonilla García Vallejo
Name: Patricio Diez de Bonilla García Vallejo
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and appoints Patricio Diez de Bonilla García Vallejo and Manuel de la Fuente Morales, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, 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, this Registration Statement has been signed below by the following persons in the capacities indicated on December 14, 2011.
/s/ Fernando Álvarez Toca
Chief Executive Officer and Director
Fernando Álvarez Toca
(principal executive officer)
/s/ Patricio Diez de Bonilla García Vallejo
Chief Financial Officer (principal financial officer)
Patricio Diez de Bonilla García Vallejo
/s/ Oscar Luis Ibarra Burgos
Internal Auditor (principal accounting officer)
Oscar Luis Ibarra Burgos
/s/ Alvaro Rodríguez Arregui
Chairman of the Board of Directors
Alvaro Rodríguez Arregui
/s/ José Ignancio Ávalos Hernández Director
José Ignancio Ávalos Hernández
/s/ Luis Fernando Velasco Rodríguez
Director
Luis Fernando Velasco Rodríguez
/s/ Martha Elena González Caballero
Director
Martha Elena González Caballero
/s/ Luis Fernando Narchi Karam
Director
Luis Fernando Narchi Karam
/s/ Carlos Labarthe Costas
Director and Executive President
Carlos Labarthe Costas
/s/ Carlos Antonio Danel Cendoya
Director and Executive Vice President
Carlos Antonio Danel Cendoya
/s/ José Manuel Canal Hernando
Director
José Manuel Canal Hernando
/s/ Juan José Gutiérrez Chapa
Director
Juan José Gutiérrez Chapa
/s/ John Anthony Santa María Otazúa
Director
John Anthony Santa María Otazúa
/s/ Guillermo José Simán Dada
Director
Guillermo José Simán Dada
/s/ Juan Ignacio Casanueva Pérez
Director
Juan Ignacio Casanueva Pérez
THE BANK OF NEW YORK MELLON
Authorized Representative in the United States
By:/s/ Robert Goad
Name: Robert Goad
Title: Managing Director
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
1 | Form of Deposit Agreement dated as of __________, 2011, among Compartamos, 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 Shares issued thereunder. | |
2 | Form of letter from The Bank of New York Mellon to Compartamos, S.A.B. de C.V. relating to pre-release activities. | |
4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. | |
| 5 | Certification under Rule 466 | |
