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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/23/18 Deutsche Bank Tr Co Americas/… Gp F-6 3:646K Bioceres S.A. White & Case LLP/FA |
Document/Exhibit Description Pages Size 1: F-6 Registration of Depositary Shares Evidenced by HTML 56K American Depositary Receipts (Not Effective Immediately) 2: EX-4 Ex. (A) Deposit Agreement HTML 365K 3: EX-5 Ex. (D) Opinion HTML 9K
As filed with the Securities and Exchange Commission on _________, 2018
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Registration No. 333-
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Conrado Tenaglia, Esq.
Matthew S. Poulter, Esq.
Linklaters LLP
1345 Avenue of the Americas
Phone: +1 (212) 903-9000
Fax: +1 (212) 903-9100
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Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1400
Fax: +(44) 20 7532-1001
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It is proposed that this filing become effective under Rule 466:
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o immediately upon filing.
o on (Date) at (Time)
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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 (1)
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Proposed
maximum aggregate offering price (2)
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Amount of registration fee
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American Depositary Shares, each representing one ordinary share of Bioceres S.A.
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100,000,000 American Depositary Shares
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$0.05
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$5,000,000
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$622.50
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1
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For the purpose of this table only the term "unit" is defined as one American Depositary Share.
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2
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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 American Depositary Shares.
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Required Information
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11.
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Name of depositary and address of its principal executive office |
Face of Receipt – introductory paragraph
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22.
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Title of Receipts and identity of deposited securities |
Face of Receipt – top center
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Terms of Deposit:
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(i) |
The amount of deposited securities represented by one American Depositary Share (“ADS”)
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Face of Receipt – upper right corner
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(ii) |
The procedure for voting the deposited securities
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Reverse of Receipt – Articles 15 and 16
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(iii) |
The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 14 and 15
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(iv) |
The procedures for transmitting notices, reports and proxy soliciting material
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Face of Receipt – Article 13;
Reverse of Receipt – Articles 15 and 16
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(v) |
The sale or exercise of rights
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Reverse of Receipt – Articles 14 and 15
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt – Articles 3, 7 and 10;
Reverse of Receipt – Articles 14 and 17
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(vii) |
Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 21 and 22 (no provision for extension)
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(viii) |
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 13
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(ix) |
Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Articles 2, 3, 4, 7, 9, 10 and 11;
Reverse of Receipt – Article 22
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(x) |
Limitation on the depositary’s liability
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Face of Receipt – Article 7 and 11;
Reverse of Receipt – Articles 16, 17, 18 and 19
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33.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly |
Face of Receipt – Article 10
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(a)
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Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs 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 ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.
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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. — Not applicable.
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(d)
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Opinion of White & Case LLP, counsel to 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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Certification under Rule 466. — Not applicable.
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(f)
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Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, 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 ADR thirty (30) days before any change in the fee schedule.
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Legal entity created by the form of Deposit Agreement for the
issuance of Receipts for ordinary shares, par value Ps. 1 per
share of Bioceres S.A.
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Deutsche Bank Trust Company Americas, as Depositary |
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By:
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/s/ Michael Fitzpatrick | ||
Name: Michael Fitzpatrick
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Title: Vice President
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By:
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/s/ Beverly George | ||
Name: Beverly George
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Title: Vice President
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Bioceres S.A.
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By: |
/s/ Federico Trucco
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Name:
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Title: |
Chief Executive Officer and Attorney-in-Fact
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Signature
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Title
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/s/ Federico Trucco |
Chief Executive Officer (Principal Executive Officer) and Director
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Name: Federico Trucco
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/s/ Enrique López Lecube | Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer) | ||
Name: Enrique López Lecube
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/s/ Marcelo Adolfo Carrique |
Chairman of the Board
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Name: Marcelo Adolfo Carrique
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/s/ Cintia Guillermina Castagnino |
Director
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/s/ Matías Hugo Kugler |
Director
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Name: Matías Hugo Kugler
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/s/ Santiago Sacerdote |
Director
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Name: Santiago Sacerdote
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/s/ Manuel Alberto Sobrado |
Director
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Name: Manuel Alberto Sobrado
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/s/ Ignacio Lartirigoyen |
Director
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Name: Ignacio Lartirigoyen
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/s/ Aimar Dimo |
Vice-Chairman
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Name: Aimar Dimo
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/s/ Carlos Popik |
Director
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Name: Carlos Popik
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Cogency Global Inc.
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By:
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/s/ Melissa Tomelden_______________________________________________
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Name:
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Title:
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Assistant Secretary on behalf of Cogency Global Inc.
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Exhibit
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Document
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(a)
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Form of Deposit Agreement
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(d)
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Opinion of White & Case LLP, counsel to the Depositary
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This ‘F-6’ Filing | Date | Other Filings | ||
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Filed on: | 1/23/18 | None on these Dates | ||
List all Filings |