Securities Registration (ads, Delayed) (f-6)
April 09 2020 - 9:57AM
Edgar (US Regulatory)
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As filed with the Securities and Exchange Commission on April 9, 2020
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Registration No. 333 -
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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
___________
hypera
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)
______________________________
CITIBANK, N.A.
(Exact name of depositary as specified in
its charter)
___________
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone
number, including area code, of depositary’s principal executive offices)
___________
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Telephone: (302) 738-6680
(Address, including zip code, and telephone
number, including area code, of agent for service)
______________________________
Copies to:
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Manuel Garciadiaz, Esq.
Davis Polk & Wardwell LLP
450 Lexington Ave.
New York, New York 10017
(212) 450-6095
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Herman H. Raspé, Esq.
Patterson Belknap Webb &
Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2301
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______________________________
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It is proposed that this filing become effective under Rule
466:
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☐
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immediately upon filing.
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☐
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on (Date) at (Time).
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If a separate registration statement has been filed
to register the deposited shares, check the following box: ☐
CALCULATION OF REGISTRATION FEE
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Title
of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed Maximum
Aggregate Price Per
Unit*
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Proposed Maximum
Aggregate Offering
Price**
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Amount of
Registration Fee
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American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) common share of Hypera S.A. (the “Company”)
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100,000,000 ADSs
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$5.00
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$5,000,000
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$649.00
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*
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Each unit represents 100 ADSs.
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**
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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 ADSs.
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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 this Registration
Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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
Cross Reference Sheet
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Item 1.
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DESCRIPTION
OF SECURITIES TO BE REGISTERED
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1.
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Name of Depositary and address of its principal executive office
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Face of Receipt - Introductory Article.
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt - Top Center and introductory paragraph.
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share (“ADSs”)
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Face of Receipt - Upper right corner and introductory paragraph.
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(ii)
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The procedure for voting, if any, the deposited securities
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Reverse of Receipt - Paragraphs (15), (16), and (19).
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(iii)
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The collection and distribution of dividends
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Face of Receipt- Paragraph (10).
Reverse of Receipt - Paragraphs (14), (15),
(17), and (22).
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Face of Receipt - Paragraph (13).
Reverse of Receipt - Paragraphs (13), (15), (16), (20), (21), and (22).
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(v)
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The sale or exercise of rights
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Face of Receipt - Paragraph (10).
Reverse of Receipt – Paragraphs (14) and
(17).
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt - Paragraphs (3), (4), and (10);
Reverse of Receipt - Paragraphs (15) and (17).
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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(vii)
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Amendment, extension or termination of the deposit agreement
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Reverse of Receipt - Paragraphs (21) and (22) (no provision for extensions).
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(viii)
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Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt - Paragraph (13).
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt – Paragraphs (2), (3), (4), (7), (9) and (10).
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(x)
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Limitation upon the liability of the Depositary
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Face of Receipt - Paragraph (7).
Reverse of Receipt - Paragraphs (19) and (20).
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3.
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Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Face of Receipt - Paragraphs (7) and (10).
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Item 2.
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AVAILABLE
INFORMATION
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Face of Receipt - Paragraph (13).
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The Company publishes
the information contemplated in Rule 12g3-2(b)(2)(i) under the United States Securities Exchange Act of 1934, as amended (the “Exchange
Act”) on its internet website or through an electronic information delivery system generally available to the public in the
Company’s primary trading market. As of the date hereof the Company’s internet website is https://www.hyperapharma.com.br/index.php?lang=en_us.
The information so published by the Company may not be in English, except that the Company is required, in order to maintain its
exemption from the Exchange Act reporting obligations pursuant to Rule 12g3-2(b), to translate such information into English to
the extent contemplated in Rule 12g3-2(b). The information so published by the Company cannot be retrieved from the internet website
of United States Securities and Exchange Commission (the “Commission”), and cannot be inspected or copied at the public
reference facilities maintained by the Commission located (as of the date of the Amended and Restated Deposit Agreement) at 100
F Street, N.E., Washington, D.C. 20549.
PROSPECTUS
The Prospectus consists of the proposed
form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit
(a) to this Registration Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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(a)
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Form of Amended and Restated Deposit
Agreement, by and among Hypera S.A. (the “Company”), Citibank, N.A., as depositary (the “Depositary”),
and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”).
— Filed herewith as Exhibit (a).
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(b)
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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. — None.
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(c)
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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. — None.
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(d)
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Opinion of counsel for the Depositary
as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
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(e)
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Certificate under Rule 466. — None.
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of
the Company. — Set forth on the signature pages hereto.
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(a)
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The Depositary undertakes to make available at the principal office of the Depositary in the United
States, for inspection by holders of ADSs, 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.
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(b)
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If the amount of fees charged is 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 ADS thirty (30) days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Amended
and Restated Deposit Agreement, by and among Hypera S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners
from time to time of American Depositary Shares to be 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 the 9th day
of April, 2020.
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Legal entity created by the Amended
and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American
Depositary Share representing the right to receive one (1) common share of Hypera S.A.
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CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Leslie A. DeLuca
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Name:
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Leslie A. DeLuca
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Title:
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Vice President
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Hypera 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 Sao Paulo, Brazil, on March 6, 2020.
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HYPERA S.A.
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By:
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/s/ Adalmario Ghovatto Satheler do Couto
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Name: Adalmario Ghovatto Satheler do Couto
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Title: Chief Financial Officer
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By:
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/s/ Rafael Vito Batista
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Name: Rafael Vito Batista
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Title: Diretor (Officer)
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POWERS OF ATTORNEY
KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Breno Toledo Pires de Oliveira
and Adalmario Ghovatto Satheler do Couto to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution,
for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective
amendments, and supplements to this Registration Statement, 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 attorney-in-fact and agent
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 s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his/her 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 following capacities
on March 6, 2020.
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Signature
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Title
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/s/ Breno Toledo Pires de Oliveira
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Chief Executive Officer and Member of Board of Directors
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Breno Toledo Pires de Oliveira
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(Principal Executive Officer)
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/s/ Adalmario Ghovatto Satheler do Couto
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Chief Financial Officer
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Adalmario Ghovatto Satheler do Couto
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(Principal Financial & Accounting Officer)
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/s/ Álvaro Stainfeld Link
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Chairman of Board of Directors
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Álvaro Stainfeld Link
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/s/ Bernardo Malpica Hernández
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Member of Board of Directors
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Bernardo Malpica Hernández
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/s/ David Coury Neto
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Member of Board of Directors
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David Coury Neto
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/s/ Esteban Malpica Fomperosa
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Member of Board of Directors
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Esteban Malpica Fomperosa
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/s/ Flair José Carrilho
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Member of Board of Directors
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Flair José Carrilho
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Signature
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Title
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/s/ Hugo Barreto Sodré Leal
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Member of Board of Directors
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Hugo Barreto Sodré Leal
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/s/ Luciana Cavalheiro Fleischner Alves de Queiroz
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Member of Board of Directors
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Luciana Cavalheiro Fleischner Alves de Queiroz
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/s/ Maria Carolina Ferreira Lacerda
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Member of Board of Directors
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Maria Carolina Ferreira Lacerda
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE REGISTRANT IN THE UNITED STATES
Pursuant to the Securities
Act of 1933, as amended, this registration statement has been signed by the undersigned in their capacity as the duly authorized
representative of the registrant in the United States on April 9, 2020.
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Authorized Representative in the U.S.
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Puglisi & Associates
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By:
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/s/ Donald J Puglisi
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Name: Donald J Puglisi
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Title: Managing Director
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Index to Exhibits
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Form of Amended and Restated Deposit Agreement
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(d)
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Opinion of counsel to the Depositary
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