Securities Registration (ads, Immediate) (f-6ef)
August 10 2022 - 9:43AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 10, 2022. |
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
AMBEV 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)
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
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective under
Rule 466
[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 Ambev S.A. |
1,000,000,000
American Depositary Shares |
$5.00 |
$50,000,000 |
$4,635.00 |
| (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
Filed Herewith as Prospectus
|
- Name and address of depositary
|
Introductory Article |
- Title of American Depositary Receipts and identity of deposited securities
|
Face of Receipt, top center |
Terms of Deposit:
|
|
(i) The amount of deposited securities represented by one unit of American Depositary Receipts |
Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities |
Articles number 15, 16 and 18 |
(iii) The collection and distribution of dividends |
Articles number 4, 12, 13, 15 and 18 |
(iv) The transmission of notices, reports and proxy soliciting material |
Articles number 11, 15, 16 and 18 |
(v) The sale or exercise of rights |
Articles number 13, 14, 15 and 18 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Articles number 12, 13, 15, 17 and 18 |
(vii) Amendment, extension or termination of the deposit agreement |
Articles number 20 and 21 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts |
Article number 11 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities |
Articles number 2, 3, 4, 5, 6 and 8 |
(x) Limitation upon the liability of the depositary |
Articles number 14, 18, 21 and 22 |
3. Fees and Charges |
Articles number 7 and 8 |
Item - 2. Available Information
Public reports furnished by issuer |
Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
a. |
Form of Deposit Agreement dated as of July 9, 2013 among Ambev 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 10, 2022.
Legal entity created by the agreement
for the issuance of depositary shares representing common shares of Ambev S.A.
By: |
The Bank of New York Mellon |
|
As Depositary |
|
|
|
|
|
By: |
/s/ Robert W. Goad |
|
Name: |
Robert W. Goad |
|
Title: |
Managing Director |
Pursuant to the requirements
of the Securities Act of 1933, Ambev S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of São Paulo, Brazil, on August 10, 2022.
AMBEV S.A. |
|
|
By: |
/s/ Jean Jereissati
Neto |
Name: |
Jean Jereissati Neto |
Title: |
Chief Executive Officer |
|
By: |
/s/ Lucas Machado
Lira |
Name: |
Lucas Machado Lira |
Title: |
Chief Financial Investor Relations and Shared Services Officer |
Each person whose signature appears below hereby constitutes
and appoints Jean Jereissati Neto and Lucas Machado Lira, and each of them severally, his or her true and lawful attorney-in-fact with
power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement
and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same
with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full
power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any
one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated
on August 10, 2022.
/s/ Jean Jereissati Neto |
Chief Executive Officer |
Jean Jereissati Neto |
(principal executive officer) |
|
|
|
|
/s/ Lucas Machado Lira |
Chief Financial Investor Relations and Shared |
Lucas Machado Lira |
Services Officer |
|
(principal financial officer) |
|
|
|
|
/s/ Eduardo Carvalho de Paoli |
Accounting Officer |
Eduardo Carvalho de Paoli |
principal accounting officer) |
|
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/s/ Victorio Carlos De Marchi |
Co-Chairman of the Board of Directors |
Victorio Carlos De Marchi |
|
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Co-Chairman of the Board of Directors |
Michael Dimitrios Doukeris |
|
|
|
|
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/s/ Fernando Mommensohn Tennenbaum |
Director |
Fernando Mommensohn Tennenbaum |
|
|
|
|
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Director |
Fabio Colletti Barbosa |
|
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Director |
Lia Machado de Matos |
|
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/s/ Milton Seligman |
Director |
Milton Seligman |
|
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/s/ Nelson José Jamel |
Director |
Nelson José Jamel |
|
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/s/ Roberto Moses Thompson Motta |
Director |
Roberto Moses Thompson Motta |
|
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Antonio Carlos Augusto Ribeiro Bonchristiano |
Director |
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Claudia Quintella Woods |
Director |
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/s/ Marcos de Barros Lisboa |
|
Marcos de Barros Lisboa |
Director |
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Anheuser-Busch InBev Services LLC |
Authorized Representative in the United States |
|
|
|
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By: |
/s/ Margot Miller |
|
Name: |
Margot Miller |
|
Title: |
Global Legal Director |
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INDEX TO EXHIBITS
Exhibit
Number |
Exhibit |
|
|
1 |
Form of Deposit Agreement dated as of July 9, 2013 among Ambev 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. |
|
|
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