Securities Registration (ads, Immediate) (f-6ef)
March 03 2021 - 04:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 3, 2021
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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
_______________
VALE
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)
_______________
Vale
Americas Inc.
250
Pehle Avenue, Suite 302
Saddle Brook, New Jersey 07663
Telephone (201) 310-0173
(Address, including zip code,
and telephone number, including area code, of agent for service)
__________________________
Copies to:
Nicolas Grabar
Cleary Gottlieb
Steen & Hamilton LLP
1 Liberty Plaza
New York, New York
10006
(212) 225-2414
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Herman H. Raspé,
Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
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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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Specific
Date
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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
Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed
Maximum
Offering 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, each representing one (1) common share, without par value, of Vale S.A.
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2,500,000,000 American Depositary Shares
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$5.00
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$125,000,000.00
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$13,637.50
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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 American Depositary Shares.
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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.
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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.
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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 (17) and (18).
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(iii)
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The collection and distribution of dividends
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Reverse of Receipt - Paragraph (15).
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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 (14);
Reverse of Receipt - Paragraph (18).
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Paragraphs (15) 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) and (6);
Reverse of Receipt - Paragraphs (15) and (19).
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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 (23) and (24) (no provision for extensions).
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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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(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 (14).
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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), (6), (8), (10) and (11).
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(x)
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Limitation upon the liability of the Depositary
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Face of Receipt - Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21).
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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 - Paragraph (11).
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Item 2.
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AVAILABLE INFORMATION
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Face of Receipt - Paragraph (14).
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The
Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and,
accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the
“Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be
inspected and copied at the public reference facilities maintained by the Commission 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 Amended and Restated Common Shares 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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Amended and Restated Common Shares Deposit Agreement, dated
as of December 22, 2015, by and among Vale 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. — Filed herewith as Exhibit
(e).
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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 Common Shares Deposit Agreement, by and among Vale S.A., Citibank, N.A., as depositary, and all Holders and Beneficial
Owners 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 3rd day of March, 2021.
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Legal
entity to be created by the Amended and Restated Common Shares Deposit Agreement under which the American Depositary Shares registered
hereunder are to be issued, each American Depositary Share representing one (1) common share, without par value, of Vale 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 DeLuca
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Name:
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Leslie DeLuca
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Title:
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Attorney-in-fact
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Vale 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 the city of Rio de Janeiro, Brazil, on February 26, 2021.
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VALE S.A.
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By:
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/s/ Luciano Siani Pires
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Name:
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Luciano Siani Pires
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Title:
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Chief Financial 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 Eduardo de Salles Bartolomeo
and Luciano Siani Pires to act as his or her true and lawful attorney-in-fact and agents, each 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 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 February 26, 2021.
Signature
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Title
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/s/ Eduardo de Salles Bartolomeo
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Chief Executive Officer
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Eduardo de Salles Bartolomeo
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/s/ Luciano Siani Pires
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Chief Financial Officer
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Luciano Siani Pires
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/s/ José Mauricio Pereira Coelho
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Director
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José Mauricio Pereira Coelho
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Director
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Fernando Jorge Buso Gomes
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Director
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Eduardo de Oliveira Rodrigues Filho
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Director
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Isabella Saboya de Albuquerque
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/s/ José Luciano Duarte Penido
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Director
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José Luciano Duarte Penido
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Signature
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Title
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/s/ Lucio Azevedo
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Director
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Lucio Azevedo
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/s/ Marcel Juviniano Barros
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Director
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Marcel Juviniano Barros
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Director
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Marcelo Gasparino da Silva
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/s/ Murilo Cesar Lemos dos Santos Passos
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Director
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Murilo Cesar Lemos dos Santos Passos
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Director
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Oscar Augusto de Camargo Filho
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/s/ Roger Allan Downey
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Director
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Roger Allan Downey
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Director
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Sandra Maria Guerra de Azevedo
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/s/ Toshiya Asahi
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Director
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Toshiya Asahi
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VALE AMERICAS INC.
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Authorized Representative
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By:
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/s/ Gustavo Fontanella
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Name:
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Gustavo Fontanella
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Title:
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Treasurer & Comptroller
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Index to Exhibits
Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Amended and Restated Common Shares Deposit Agreement
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(d)
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Opinion of counsel to the Depositary
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(e)
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Rule 466 Certification
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