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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/23/23 Bank of New York/ADR Division F-6EF 4:282K JBS S.A. Emmet Marvin & Mart… LLP |
Document/Exhibit Description Pages Size
1: F-6EF Registration Statement - Depositary Shares HTML 55K
Evidenced by American Depositary Receipts (ADRs)
(Immediately Effective)
2: EX-1 Form of Deposit Agreement HTML 218K
3: EX-4 Opinion of Counsel HTML 7K
4: EX-5 Certification Under Rule 466 HTML 6K
| As filed with the Securities and Exchange Commission on August 23, 2023 | 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
JBS S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Brazil
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
240 Greenwich 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
Legal Department
240 Greenwich Street
(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
(212) 238-3032
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [X]
CALCULATION OF REGISTRATION FEE
|
Title of each class of Securities to be registered |
Amount to be registered | Proposed maximum offering price per unit (1) | Proposed maximum aggregate offering price | Amount of registration fee |
|
American Depositary Shares representing common shares of JBS S.A. |
100,000,000 American Depositary Shares |
$5.00 |
$5,000,000 |
$551.00 |
| (1) | For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares or portion thereof. |
The prospectus consists of the proposed form of American Depositary Receipt (“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
|
|
Introductory Article |
|
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 procedure for collection and distribution of dividends | Articles number 4, 6, 7, 12, 13, 15 and 18 |
| (iv) The procedure for transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16, 18 and 23 |
| (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 depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares | Article number 11 |
| (ix) Restrictions upon the right to transfer or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6, 8 and 22 |
| (x) Limitation upon the liability of the depositary | Articles number 14, 18, 21 and 25 |
| 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 December 1, 2008 among JBS S.A., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1. |
| b. | Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – 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 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 August 23, 2023.
Legal entity created by the agreement for the issuance of depositary shares representing common shares of JBS S.A.
| By: | The Bank of New York Mellon | |
| As Depositary | ||
| By: |
/s/ Lance Miller | |
| Name: | Lance Miller | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act of 1933, JBS S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in São Paulo, Brazil on August 23, 2023.
| JBS S.A. | |
| By: | |
| Name: | Gilberto Tomazoni |
| Title: | Chief Executive Officer |
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 August 23, 2023.
| Chief Executive Officer | ||
| Gilberto Tomazoni | (principal executive officer) | |
|
/s/ Guilherme Perboyre Cavalcanti |
Chief Financial Officer | |
| Guilherme Perboyre Cavalcanti | (principal financial officer) | |
|
/s/ Agnaldo dos Santos Moreira Jr. |
Chief Accounting Officer | |
| Agnaldo dos Santos Moreira Jr. | (principal accounting officer) | |
| Chairman of the Board of Directors | ||
| Jeremiah O’Callaghan | ||
|
/s/ José Batista Sobrinho |
Director | |
| José Batista Sobrinho | ||
|
/s/ Francisco Sergio Turra |
Director | |
| Francisco Sergio Turra | ||
|
/s/ Carlos Hamilton Vasconcelos Araújo |
Director | |
| Carlos Hamilton Vasconcelos Araújo | ||
|
/s/ Kátia Regina de Abreu Gomes |
Director | |
| Kátia Regina de Abreu Gomes | ||
|
/s/ Paulo Bernardo Silva |
Director | |
| Paulo Bernardo Silva | ||
|
/s/ Alba Pettengill |
Director | |
| Alba Pettengill | ||
| Director | ||
| Cledorvino Belini | ||
|
/s/ Gelson Luiz Merisio |
Director | |
| Gelson Luiz Merisio | ||
| JBS USA Food Company | Authorized Representative in the United States | |
| By: |
/s/ Wesley Mendonça Batista Filho |
|
| Name | Wesley Mendonça Batista Filho | |
| Title: | Chief Executive Officer | |
|
Exhibit Number |
Exhibit |
| 1 | Form of Deposit Agreement dated as of December 1, 2008 among JBS S.A., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered. |
| 5 | Certification Under Rule 466. |
| This ‘F-6EF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/23/23 | 6-K | ||
| 12/1/08 | EFFECT | |||
| List all Filings | ||||