As filed with the Securities and Exchange
Commission on May 26, 2017
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Banco Macro S.A.
(Exact name of registrant as specified in its
charter)
Macro Bank, Inc.
(Translation of Registrant’s name into
English)
Argentina
(State or Other Jurisdiction of Incorporation
or
Organization)
Not Applicable
(I.R.S. Employer Identification Number)
Sarmiento 447
City of Buenos Aires
Argentina
Tel: +54 11-5222-6730
(Address and Telephone Number of Registrant’s
Principal Executive Offices)
Corporation Service Company
1180 Avenue of
the Americas, Suite 210
New York, NY 10036-8401
(Address of agent for service)
Copies of communications, including communications
sent to agent for service, should be sent to
:
Hugo N. L. Bruzone
Bruchou, Fernández Madero & Lombardi
Ing. Butty 275, 12th Floor
C1001AFA – Buenos Aires, Argentina
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Jeffrey Cohen
Conrado Tenaglia
Linklaters LLP
1345 Avenue of the Americas
New York, NY 10105
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Approximate date of commencement
of proposed sale to the public
: From time to time after the effectiveness of this registration statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box.
x
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration
statement pursuant to General Instruction I.C. or a post-effective amendment thereon that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
x
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company
¨
If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant
to Section 7(a)(2)(B) of the Securities Act.
¨
† The term “new
or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
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Amount to be Registered/
Proposed Maximum Aggregate Price per Unit/
Proposed Maximum Aggregate Offering Price/
Amount of Registration Fee
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Class
B ordinary shares
(including Class B
ordinary shares represented by American Depositary Shares)
(1)(2)
, par value Ps. 1.00 per
share
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(3)
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Rights
to Purchase Class B ordinary shares
(including
Class B ordinary shares represented by American Depositary Shares)
(1)(2)
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(3)
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(1)
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A portion of the Class B ordinary shares, par value Ps. 1.00 per share, may be represented by American
Depositary Shares, evidenced by American Depositary Receipts.
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(2)
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American Depositary Shares (“ADSs”) issuable
on deposit of the Class B ordinary shares, each ADS representing the right to receive 10 Class B ordinary shares, have been registered
pursuant to a separate Registration Statement on Form F-6 (File No. 333-130904).
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(3)
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An indeterminate aggregate initial offering price or number of securities of each identified class
is being registered as may from time to time be issued at indeterminate prices. In reliance on Rules 456(b) and 457(r) under the
Securities Act, the Registrant is deferring payment of the entire registration fee.
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PROSPECTUS
Banco Macro S.A.
Class B Ordinary Shares, par value Ps.
1.00 per share,
in the form of Class B Ordinary Shares
or Class B Ordinary Shares Represented by American Depositary Shares
Rights to Purchase Class B Ordinary Shares
We may from time to
time offer our Class B ordinary shares, in the form of Class B ordinary shares or Class B ordinary shares represented by
American depositary shares, which we refer to collectively as the “securities.” We will provide the specific
terms of the securities that may be offered, and the manner in which they are being offered, in one or more supplements to
this prospectus. Any supplement may also add, update or change information contained in this prospectus. You should read both
this prospectus and any prospectus supplement, together with the additional information described under the heading
“Where You Can Find More Information,” before investing in the securities. The amount and price of the securities
will be determined at the time of any offering thereof.
The American
depositary shares (“ADSs”), each representing 10 of our Class B ordinary shares, are listed on the New York Stock
Exchange under the symbol “BMA”. Our Class B ordinary shares are listed on the
Bolsas y Mercados Argentinos
S.A.
(“BYMA”) and for trading on the Mercado Abierto Electrónico S.A. (the “MAE”) under
the symbol “BMA”.
Investing in the securities
involves risks that are described in the “Risk Factors” section contained in our most recent annual report on
Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) and in any applicable prospectus supplement
and may be described in certain of the documents we incorporate by reference in this prospectus. See “Item 3. Key Information—D.
Risk Factors” beginning on page 7 of our Form 20-F.
Neither the SEC nor any
state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is May 26, 2017.
TABLE OF CONTENTS
We are responsible for the
information contained in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein
and therein. We have not authorized any person to give you any other information, and we take no responsibility for any other information
that others may give you. This document may only be used where it is legal to sell the securities. You should not assume that the
information contained in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference is
accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects
may have changed since those dates. We are not making an offer of the securities in any state where the offer is not permitted.
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement on Form F-3 that we filed on May 26, 2017 with the SEC, using a shelf
registration process. Under this shelf registration process, we may offer and sell any combination of the securities
described in this prospectus in one or more offerings. Each time we sell securities we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or
change information contained in this prospectus.
Unless the context otherwise
requires, in this prospectus the terms the “Bank,” “we,” “us,” “our” and “the
registrant” refer to Banco Macro S.A. and its consolidated subsidiaries.
WHERE YOU CAN FIND MORE
INFORMATION
We file periodic reports
and other information with the SEC. The SEC maintains a website (http://www.sec.gov) on which our annual and other reports are
made available. You may also read and copy any document we file at the SEC’s public reference room at 100 F Street,
N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference
room. You may also read and copy these documents at the offices of the New York Stock Exchange, 11 Wall Street, New York,
New York 10005.
Upon written or oral request, we will
provide to any person, at no cost to such person, including any beneficial owner to whom a copy of this prospectus is delivered,
a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this
prospectus. You may make such a request by writing or telephoning us at the following address or telephone number:
Banco Macro S.A.
Sarmiento 447
City of Buenos Aires
Argentina
Tel: +54-11-5222-6730
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with the SEC, which means that we can disclose important information to you by referring
you to those documents, which are considered part of this prospectus. Information that we file with the SEC in the future and incorporate
by reference will automatically update and supersede the previously filed information. We incorporate by reference the document
listed below:
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Our annual report on Form 20-F for the fiscal year ended December 31, 2016 filed
with the SEC on April 24, 2017 (our “Form 20-F”).
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We also incorporate by reference
in this prospectus all subsequent annual reports filed with the SEC on Form 20-F under the U.S. Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and those of our reports furnished to the SEC on Form 6-K that we specifically
identify as being incorporated by reference in this prospectus after the date hereof and prior to the completion of an offering
of securities under this prospectus.
As you read the above documents,
this prospectus and any prospectus supplement, you may find inconsistencies in information from one document to another. If you
find inconsistencies you should rely on the statements made in the most recent document, including this prospectus and any prospectus
supplement. All information appearing in this prospectus is qualified in its entirety by the information and financial statements,
including the notes thereto, contained in the documents we have incorporated by reference.
When acquiring any securities
discussed in this prospectus, you should rely only on the information contained or incorporated by reference in this prospectus,
any prospectus supplement and any “free writing prospectus” that we authorize to be delivered to you. Neither we, nor
any underwriters or agents, have authorized anyone to provide you with different information. We are not offering the securities
in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation
is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
You should not assume that the information in
this prospectus, any prospectus supplement or any document incorporated by reference is accurate or complete at any date other
than the date mentioned on the cover page of those documents.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents
incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act with respect to our possible or assumed
future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth
opportunities, the effects of future regulations and the effects of competition. The words “believe,” “may,”
“will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “forecast” and similar words are intended to identify forward-looking statements.
These forward-looking statements,
including, among others, those relating to our future business prospects, revenues and income, wherever they may occur in this
prospectus and the documents incorporated by reference herein, are necessarily estimates reflecting the best judgment of our senior
management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested
by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various
important factors. Important factors that could cause actual results to differ materially from estimates or projections contained
in the forward-looking statements include, without limitation:
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changes in general economic, business, political, legal, social or other conditions in Argentina and
worldwide;
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effects of the global financial markets and economic crisis;
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deterioration in regional business and economic conditions;
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fluctuations and declines in the exchange rate of the Argentine peso;
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changes in interest rates which may adversely affect financial margins;
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governmental intervention and regulation (including banking and tax regulations);
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adverse legal or regulatory disputes or proceedings;
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credit and other risks of lending, such as increases in defaults by borrowers and other delinquencies;
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increase in the provisions for loan losses;
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fluctuations and declines in the value of Argentine public debt;
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decrease in deposits, customer loss and revenue losses;
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competition in banking, financial services and related industries and the loss of market share;
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cost and availability of funding;
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technological changes, changes in consumer spending and saving habits, and inability to implement
new technologies;
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the integration of any acquisitions and the failure to realize expected synergies; and
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the risk factors discussed under “Item 3. Key Information—D. Risk Factors” in our
most recent annual report on Form 20-F.
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Forward-looking statements
speak only as of the date they were made, and we undertake no obligation to update publicly or to revise any forward-looking statements
because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward-looking
events and circumstances discussed in this annual report might not occur and are not guarantees of future performance.
ENFORCEABILITY OF CERTAIN
CIVIL LIABILITIES
We are incorporated under
the laws of Argentina. Substantially all of our assets are located outside the United States. Our directors, officers and controlling
persons reside outside the United States. As a result, it may not be possible for investors to effect service of process within
the United States upon such persons or to force against them or against us judgments predicated upon the civil liability provisions
of the U.S. federal securities laws or the laws of such other jurisdictions.
Our Argentine counsel, Bruchou,
Fernández Madero & Lombardi, has advised us that judgments of United States courts for civil liabilities based upon
the U.S. federal securities laws may be enforced in Argentina, provided that the requirements of Article 517 of the Federal Civil
and Commercial Procedure Code of Argentina, without reconsideration of their merits (if enforcement is sought before federal courts)
are met as follows: (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a court competent in
accordance with the Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem
action with respect to personal property if such was transferred to Argentine territory during or after the prosecution of the
foreign action, (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons and,
in accordance with due process of law, was given an opportunity to defend against foreign action, (iii) the judgment must be valid
in the jurisdiction where rendered and meet authenticity requirements under Argentine law, (iv) the judgment does not violate the
principles of public policy of Argentine law, and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine
court.
Subject to compliance with
Article 517 of the Federal Civil and Commercial Procedure Code described above, a judgment against us or the persons described
above obtained outside Argentina would be enforceable in Argentina without reconsideration of the merits.
We have been further advised by our Argentine
counsel, Bruchou, Fernández Madero & Lombardi, that:
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original actions based on the U.S. federal securities laws may be brought in Argentine courts and
that, subject to applicable law, Argentine courts may enforce liabilities in such actions against us, our directors, our executive
officers and the advisors named in this offering circular; and
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the ability of a judgment creditor or the other persons named above to satisfy a judgment by attaching
certain assets of ours is limited by provisions of Argentine law.
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A plaintiff (whether Argentine
or non-Argentine) residing outside Argentina during the course of litigation in Argentina must provide a bond to guarantee court
costs and legal fees if the plaintiff owns no real property in Argentina that could secure such payment. The bond must have a value
sufficient to satisfy the payment of court fees and defendant’s attorney fees, as determined by the Argentine judge. This
requirement does not apply to the enforcement of foreign judgments.
BANCO MACRO
S.A.
We are one of the leading
banks in Argentina. With the most extensive private-sector branch network in the country, we provide standard banking products
and services to a nationwide customer base. We distinguish ourselves from our competitors by our strong financial position and
by our focus on low- and middle-income individuals and small- and medium-sized businesses, generally located outside of the City
of Buenos Aires. We believe this strategy offers significant opportunity for continued growth in our banking business.
In general, given the relatively
low level of banking intermediation in Argentina, there are limited products and services being offered. We are focusing on the
overall growth of our loan portfolio by expanding our customer base and encouraging them to make use of our lending products. We
have a holistic approach to our banking business; we do not manage the Bank by segments or divisions or by customer categories,
by products and services, by regions, or by any other segmentation for the purpose of allocating resources and assessing profitability.
We offer savings and checking accounts, credit and debit cards, consumer finance loans and other credit-related products and transactional
services available to our individual customers and small- and medium-sized businesses through our branch network. We also offer
Plan Sueldo
payroll services, lending, corporate credit cards, mortgage finance, transaction processing and foreign exchange
services. In addition, our
Plan Sueldo
payroll processing services for private companies and the public sector give us a
large and stable customer deposit base.
REASONS FOR THE OFFERING
AND USE OF PROCEEDS
Except as may be described
otherwise in a prospectus supplement, we will use the net proceeds from our sale of the securities under this prospectus for general
corporate purposes.
We may designate a specific
allocation of the net proceeds of an offering of securities by us to a specific purpose, if any, at the time of the offering and
will describe any allocation in the related prospectus supplement.
PROSPECTUS SUPPLEMENT
This prospectus provides
you with a general description of the securities that may be offered. With respect to a particular offering of the securities registered
hereby, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration
statement of which this prospectus is a part will be prepared. You should read both this prospectus and any prospectus supplement
and the documents incorporated by reference in this prospectus and any prospectus supplement, together with additional information
described under the heading “Where You Can Find More Information” carefully before investing in the securities. The
prospectus supplement to be attached to the front of this prospectus will describe the terms of the offering, including the amount
and more detailed items of the securities, the initial public offering price, the price paid for the securities, net proceeds,
the expenses of the offering, the terms of offers and sales outside of the United States, if any our capitalization, the nature
of the plan of distribution, the terms of any rights offering, including the subscription price for ordinary shares, record date,
ex-rights date and exercise period, the other specific terms related to the offering, and any U.S federal income tax considerations
and Argentine tax considerations applicable to the securities. Any information in a prospectus supplement, if any, or information
incorporated by reference after the date of this prospectus is considered part of this prospectus and may add, update or change
information contained in this prospectus. Any information in such subsequent filings that is inconsistent with this prospectus
will supersede the information in this prospectus.
We have not authorized anyone
to provide any information other than that contained or incorporated by reference in this prospectus. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. We have not authorized
any other person to provide you with different information. We are not making an offer to sell the securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only
as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may
have changed since that date.
Banco Macro S.A. is a stock
corporation organized under the laws of the Republic of Argentina. We maintain our financial books and records and publish our
financial statements in Argentine pesos.
DESCRIPTION OF SHARE
CAPITAL
For a description of our
share capital, including the rights and obligations attached thereto, please refer to “Item 10. Additional Information—B.
Memorandum and Articles of Association” in our Form 20-F, incorporated by reference herein.
DESCRIPTION
OF American Depositary shares
For a description of
the ADSs, including the rights and obligations attached thereto, please refer to “Item 12. Description of
Securities Other than Equity Securities—D. American Depositary Shares” of our Form 20-F, incorporated by
reference herein, as well as to the registration statement on Form F-6 (Registration No. 333-130904) including the Deposit
Agreement pursuant to which the ADSs will be issued, which is filed as an exhibit thereto.
DESCRIPTION
OF RIGHTS TO PURCHASE
Class
B ORDINARY SHARES
We may issue subscription
rights to purchase our Class B ordinary shares. We may issue these rights independently or together with any other offered security.
The rights may or may not be transferable in the hands of their holders.
The applicable prospectus
supplement will describe the specific terms of any subscription rights offering, including:
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the title of the subscription rights;
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the securities for which the subscription rights are exercisable;
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the number of subscription rights issued;
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the extent to which the subscription rights are transferable;
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if applicable, a discussion of the material U.S. federal or other income tax considerations applicable
to the issuance or exercise of the subscription rights;
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any other terms of the subscription rights, including terms, procedures and limitations relating to
the exchange and exercise of the subscription rights;
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if applicable, the record date to determine who is entitled to the subscription rights and the ex-rights
date;
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the date on which the rights to exercise the subscription rights will commence, and the date on which
the rights will expire;
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the extent to which the offering includes an over-subscription privilege with respect to unsubscribed
securities; and
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if applicable, the material terms of any standby underwriting arrangement we enter into in connection
with the offering.
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Each subscription right
will entitle its holder to purchase for cash a number of our Class B ordinary shares, ADSs or any combination thereof at an exercise
price described in the applicable prospectus supplement. Subscription rights may be exercised at any time up to the close of business
on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised
subscription rights will become void.
Upon receipt
of payment and the subscription form properly completed and executed at the subscription rights agent’s office or
another office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward our Class B
ordinary shares or the ADSs purchasable with this exercise. Rights to purchase our Class B ordinary shares represented by
ADSs will be represented by certificates issued by the ADS depositary upon receipt of the rights to purchase Class B ordinary
shares registered hereby. The applicable prospectus supplement may offer more details on how to exercise the
subscription rights.
We may determine to offer
subscription rights to our shareholders only or additionally to persons other than shareholders as described in the applicable
prospectus supplement. In the event subscription rights are offered to our shareholders only and their rights remain unexercised,
we may determine to offer the unsubscribed securities to persons other than shareholders . In addition, we may enter into a standby
underwriting arrangement with one or more underwriters under which the underwriter(s) will purchase any securities remaining unsubscribed
for after the offering, as described in the applicable prospectus supplement.
PLAN OF DISTRIBUTION
The securities may be sold,
and the underwriters may resell the securities, directly or through agents in one or more transactions, including negotiated transactions,
at a fixed public offering price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. The securities may be sold in portions outside the United States at
an offering price and on terms specified in the applicable prospectus supplement relating to a particular issue of the securities.
Without limiting the generality of the foregoing, any one or more of the following methods may be used when selling the securities:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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settlement of short sales entered into after the date of this prospectus;
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sales in which broker-dealers agree with us or a selling securityholder to sell a specified number
of securities at a stipulated price per security;
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through the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise;
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by pledge to secure debts or other obligations;
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by an underwritten public offering;
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by an underwritten offering of debt instruments convertible into or exchangeable for our Class B ordinary
shares on terms to be described in the applicable prospectus supplement;
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in a combination of any of the above; or
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any other method permitted pursuant to applicable law.
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In addition, the securities
may be sold by way of exercise of rights granted pro rata to our existing shareholders.
The securities may also
be sold short and securities covered by this prospectus may be delivered to close out such short positions, or the securities may
be loaned or pledged to broker-dealers that in turn may sell them. Options, swaps, derivatives or other transactions may be entered
into with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution
of the securities and Class B ordinary shares, respectively, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
Any underwriters or agents
will be identified and their compensation described in the applicable prospectus supplement.
In connection with the sale
of securities, the underwriters or agents may receive compensation from us, a selling securityholder or from purchasers of the
securities for whom they may act as agents. The underwriters may sell securities to or through dealers, who may also receive compensation
from the underwriters or from purchasers of the securities for whom they may act as agents. Compensation may be in the form of
discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of the securities
may be deemed to be underwriters as defined in the Securities Act, and any discounts or commissions received by them from
us or a selling securityholder and any profit on the resale of the securities by them may be treated as underwriting discounts
and commissions under the Securities Act.
We or a selling securityholder
may enter into agreements that will entitle the underwriters, dealers and agents to indemnification by us or a selling securityholder
against and contribution toward certain liabilities, including liabilities under the Securities Act.
Certain underwriters, dealers
and agents and their associates may be customers of, engage in transactions with or perform commercial banking, investment banking,
advisory or other services for a selling securityholder or us, including our subsidiaries, in the ordinary course of their business.
If so indicated in the applicable
prospectus supplement relating to a particular issue of securities, the underwriters, dealers or agents will be authorized to solicit
offers by certain institutions to purchase the securities under delayed delivery contracts providing for payment and delivery at
a future date. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and
the prospectus supplement will set forth the commission payable for solicitation of these contracts.
We will advise any selling
securityholder that while it is engaged in a distribution of the securities, it is required to comply with Regulation M promulgated
under the Exchange Act (“Regulation M”). With limited exceptions, Regulation M precludes a selling securityholder,
any affiliated purchasers and any broker-dealer or other person who participates in the distribution from bidding for or purchasing,
or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire
distribution is complete. All of the foregoing might affect the marketability of the securities.
LEGAL MATTERS
Certain legal matters with
respect to Argentine law will be passed upon for us by our Argentine counsel, Bruchou, Fernández Madero & Lombardi.
Certain legal matters with respect to United States and New York law will be passed upon for us by Linklaters LLP.
EXPERTS
The
consolidated financial statements of Banco Macro S.A. appearing in our annual report on Form 20-F for the fiscal year
ended December 31, 2016 have been audited by Pistrelli, Henry Martin y Asociados S.R.L., member of Ernst & Young Global,
independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated
herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 8.
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Indemnification of Directors and Officers
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The registrant maintains an indemnity in favor
of its directors pursuant to which every person who is, or has been, a director or officer of the Registrant will be indemnified
by the Registrant to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid
by him or her in connection with any claim, action, suit or proceeding which he or she becomes involved as a party or otherwise
by virtue of his or her being or having been such a director or officer of the Registrant and against amounts paid or incurred
by him or her in the settlement thereof. The words “claim,” “action,” “suit” or “proceeding”
refer to all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the
words “liability” and “expenses” include without limitation attorneys’ fees, costs, judgments, amounts
paid in settlement and other liabilities.
No indemnification, however, will be provided
to any director or officer against any liability to the Registrant or its shareholders: (i) by reason of intentional fraudulent
conduct, dishonesty, wilful misconduct, or gross negligence on the part of such indemnitee director or officer; or (ii) by reason
of payment made under the insurance policy or any third party that has no recourse against the indemnitee director or officer.
The rights of indemnification described above
continue as to a person who has ceased to be such director or officer. Nothing contained in Banco Macro’s constitutive documents
affect any rights to indemnification to which corporate personnel, including directors and officers, may be entitled by contract
or otherwise under law.
Expenses in connection with the preparation
and representation of a defense of any claim, action, suit or proceeding of the character described above will be advanced by prior
to final disposition thereof upon receipt of any undertaking by or on behalf of the officer or director, who must repay such amount
if it is ultimately determined that he or she is not entitled to indemnification.
Exhibit
No.
|
|
Name of Document
|
|
Method of Filing
|
1.1
|
|
Form of underwriting agreement for equity securities of the Registrant
|
|
To be filed by amendment or incorporated by reference to a subsequently submitted Report on Form 6-K
|
3.1
|
|
Restated By laws of the Registrant
|
|
Incorporated by reference to the Form 6-K filed by the Registrant on August 21, 2014 (File No. 001-32827)
|
4.1
|
|
Deposit Agreement
among the Registrant, The Bank of New York Mellon, as depositary, and the holders from time to time of American Depositary Receipts issued thereunder
|
|
Incorporated
by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-130901) filed on
January 6, 2006
|
4.2
|
|
Form of subscription agreement to exercise rights to purchase Class B ordinary shares
|
|
To be filed by amendment or incorporated by reference to a subsequently submitted Report on Form 6-K
|
4.3
|
|
Form of rights certificate to purchase Class B ordinary shares
|
|
To be filed by amendment or incorporated by reference to a subsequently submitted Report on Form 6-K
|
5.1
|
|
Opinion of Bruchou, Fernández Madero & Lombardi, Argentine counsel
|
|
Filed herewith
|
Exhibit
No.
|
|
Name of Document
|
|
Method of Filing
|
23.1
|
|
Consent of Pistrelli, Henry Martin y Asociados S.R.L., independent registered public accounting firm
|
|
Filed herewith
|
23.2
|
|
Consent of Bruchou, Fernández Madero & Lombardi
|
|
Included as part of Exhibit 5.1
|
24.1
|
|
Powers of Attorney of the Registrant
|
|
Included on the signature pages
|
|
(a)
|
The undersigned registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to
this registration statement:
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total U.S. dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement; and
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement;
|
provided
,
however
, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by such registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
|
|
(4)
|
To file a post-effective amendment to the registration statement to include any financial statements
required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided,
that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least
as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on
Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3)
of the Securities Act or Rule 3-19 if such financial statements and information are contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Form F-3.
|
|
(5)
|
That, for the purpose of determining liability under the Securities Act to any purchaser:
|
|
(A)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement;
and
|
|
(B)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of
a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii),
or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed
to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date.
|
|
(6)
|
That, for the purpose of determining liability of such registrant under the Securities Act to
any purchaser in the initial distribution of the securities:
|
The undersigned registrant
undertakes that in a primary offering of securities pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required
to be filed pursuant to Rule 424;
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant;
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the
purchaser.
|
|
(b)
|
The undersigned registrant hereby undertakes that for purposes of determining any liability under
the Securities Act, each filing of the registrant’s annual reports pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial
bona fide
offering thereof.
|
|
(c)
|
The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of
the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription
period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof.
If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus,
a post-effective amendment will be filed to set forth the terms of such offering.
|
|
(d)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by such registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
|
|
(e)
|
The undersigned registrant hereby undertakes that:
|
|
(1)
|
For purposes of determining any liability under the Securities Act, the information omitted from
the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was declared effective.
|
|
(2)
|
For the purpose of determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
SIGNATURES
Pursuant to the requirements
of the U.S. Securities Act of 1933, as amended, the registrant, Banco Macro S.A., a corporation incorporated and existing
under the laws of Argentina, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form F-3 and has duly caused this Form F-3 registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Buenos Aires, Argentina on the 26th day of May 2017.
|
BANCO MACRO S.A.
|
|
|
|
|
By:
|
/s/ Jorge Horacio Brito
|
|
|
Name:
Jorge Horacio Brito
|
|
|
Title: Chief Executive Officer
|
|
POWER OF ATTORNEY
Each of the undersigned
do hereby constitute and appoint Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo and Roberto Julio Eilbaum and each
of them, individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,
in his or her name, place and stead, in any and all capacities (including his capacity as a director and/or officer of the registrant),
to sign any and all amendments and post-effective amendments and supplements to this registration statement, and including any
registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the U.S. Securities Act
of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, and each of them, 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 he might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the U.S. Securities Act of 1933, as amended, this Form F-3 registration statement has been signed by the following
persons in the capacities and on the date indicated.
By:
|
/s/ Jorge Horacio Brito
|
|
|
Name:
Jorge Horacio Brito
|
|
|
Title: Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
|
|
Date: May 26, 2017
|
|
|
|
|
By:
|
/s/ Delfín Jorge Ezequiel Carballo
|
|
|
Name: Delfín Jorge Ezequiel Carballo
|
|
|
Title: Chief Financial Officer and Vice Chairman of the Board of Directors (Principal Financial Officer)
|
|
Date: May 26, 2017
|
|
|
|
|
By:
|
/s/ Jorge Pablo Brito
|
|
|
Name: Jorge Pablo Brito
|
|
|
Title: Director
|
|
|
Date: May 26, 2017
|
|
|
|
|
By:
|
|
|
|
Name: Marcos Brito
|
|
|
Title: Director
|
|
|
Date: May 26, 2017
|
|
|
|
|
By:
|
/s/ Delfín Federico Ezequiel Carballo
|
|
|
Name: Delfín Federico Ezequiel Carballo
|
|
|
Title: Director
|
|
|
Date: May 26, 2017
|
|
|
|
|
By:
|
|
|
|
Name: Carlos Alberto Giovanelli
|
|
|
Title: Director
|
|
|
Date: May 26, 2017
|
|
|
|
|
By:
|
/s/ Nelson Damián Pozzoli
|
|
|
Name: Nelson Damián Pozzoli
|
|
|
Title: Director
|
|
|
Date: May 26, 2017
|
|
|
|
|
By:
|
/s/ José Alfredo Sanchez
|
|
|
Name: José Alfredo Sanchez
|
|
|
Title: Director
|
|
|
Date: May 26, 2017
|
|
|
|
|
By:
|
|
|
|
Name: Martín Estanislao Gorosito
|
|
|
Title: Director
|
|
|
Date: May 26, 2017
|
|
By:
|
/s/ Roberto Julio Eilbaum
|
|
|
Name: Roberto Julio Eilbaum
|
|
|
Title: Director
|
|
|
Date: May 26, 2017
|
|
|
|
|
By:
|
/s/ Mario Luis Vicens
|
|
|
Name: Mario Luis Vicens
|
|
|
Title: Director
|
|
|
Date: May 26, 2017
|
|
|
|
|
By:
|
|
|
|
Name: Alejandro Eduardo Fargosi
|
|
|
Title: Director
|
|
|
Date: May 26, 2017
|
|
|
|
|
By:
|
|
|
|
Name: Juan Martín Monge Varela
|
|
|
Title: Director
|
|
|
Date: May 26, 2017
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of the U.S. Securities Act of 1933, as amended, the undersigned, a duly authorized representative of Banco Macro, S.A. in
the United States, has signed this registration statement on May 26, 2017.
|
|
PUGLISI & ASSOCIATES
|
|
|
|
|
|
|
By:
|
/s/ Gregory F. Lavelle
|
|
|
|
Name:
Gregory F. Lavelle
|
|
|
|
Title:
Managing Director
|
EXHIBIT INDEX
Exhibit
No.
|
|
Name of Document
|
|
Method of Filing
|
1.1
|
|
Form of underwriting agreement for equity securities of the Registrant
|
|
To be filed by amendment or incorporated by reference to a subsequently submitted Report on Form 6-K
|
3.1
|
|
Restated By laws of the Registrant
|
|
Incorporated by reference to the Form 6-K filed by the Registrant on August 21, 2014 (File No. 001-32827)
|
4.1
|
|
Deposit Agreement
among the Registrant, The Bank of New York Mellon, as depositary, and the holders from time to time of American Depositary Receipts issued thereunder
|
|
Incorporated
by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-130901) filed on
January 6, 2006
|
4.2
|
|
Form of subscription agreement to exercise rights to purchase Class B ordinary shares
|
|
To be filed by amendment or incorporated by reference to a subsequently submitted Report on Form 6-K
|
4.3
|
|
Form of rights certificate to purchase Class B ordinary shares
|
|
To be filed by amendment or incorporated by reference to a subsequently submitted Report on Form 6-K
|
5.1
|
|
Opinion of Bruchou, Fernández Madero & Lombardi, Argentine counsel
|
|
Filed herewith
|
23.1
|
|
Consent of Pistrelli, Henry Martin y Asociados S.R.L., independent registered public accounting firm
|
|
Filed herewith
|
23.2
|
|
Consent of Bruchou, Fernández Madero & Lombardi
|
|
Included as part of Exhibit 5.1
|
24.1
|
|
Powers of Attorney of the Registrant
|
|
Included on the signature pages
|
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