Securities Registration (ads, Delayed) (f-6)
November 27 2019 - 1:42PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on November 27, 2019. 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
TGLT S.A.
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
Republic of Argentina
(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
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
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
|
Amount to be registered
|
Proposed maximum offering price per unit (1)
|
Proposed maximum aggregate offering price
|
Amount of registration fee(2)
|
American Depositary Shares representing preferred
shares of TGLT S.A.
|
500,000,000
American Depositary Shares
|
$5.00
|
$25,000,000
|
$3,245.00
|
|
(1)
|
For the purpose of this table only the term "unit" is defined as 100 American Depositary
Shares or portion thereof.
|
|
(2)
|
Pursuant to Rule 457(k) under the Securities Act of 1933, the registration
fee is based on the maximum aggregate amount of fees or charges to be imposed in connection with the issuance of the American Depositary
Shares being registered.
|
The registrant hereby
amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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 the depositary shares and identity of deposited securities
|
Face of Receipt, top center
|
Terms of Deposit:
|
|
(i) The amount of deposited securities represented by one unit of depositary shares
|
Face of Receipt, upper right corner
|
(ii) The procedure for voting, if any, the deposited securities
|
Articles number 15, 16 and 18
|
(iii) The procedure for collection and distribution of dividends
|
Articles number 4, 12, 14, 15, 18 and 21
|
(iv) The procedure for 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, 14, 15, 17 and 18
|
(vii) Amendment, extension or termination of the deposit agreement
|
Articles number 20 and 21
|
(viii) Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares
|
Article number 11
|
(ix) Restrictions upon the right to transfer or withdraw the underlying securities
|
Articles number 2, 3, 4, 6, 7 and 21
|
(x) Limitation upon the liability of the depositary
|
Articles number 13, 18, 21 and 22
|
3. Fees and Charges
|
Article number 7
|
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 ____________, 2019 among TGLT 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. - Not Applicable.
|
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 November 27, 2019.
Legal entity created by the agreement
for the issuance of depositary shares representing preferred shares of TGLT 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, TGLT S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in Buenos Aires, Argentina, on November 27, 2019.
TGLT S.A.
|
|
|
By:
|
/s/ Teodoro
Jose Argerich
|
Name:
|
Teodoro Jose Argerich
|
Title:
|
Chief Executive Officer
|
Each person whose signature appears below hereby
constitutes and appoints Federico Wilensky and Manuel Luis Moreno, 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 November 27, 2019.
|
Chief Executive Officer
|
/s/ Teodoro Jose Argerich
|
(principal executive officer)
|
Teodoro Jose Argerich
|
|
|
|
|
Administrative and Financial Manager (principal
|
/s/ Manuel Luis Moreno
|
financial officer and principal accounting officer)
|
Manuel Luis Moreno
|
|
|
|
|
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/s/ Carlos Alberto Palazon
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Director
|
Carlos Alberto Palazon
|
|
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/s/ Francisco Sersale
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Director
|
Francisco Sersale
|
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/s/ Federico Wilensky
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Director
|
Federico Wilensky
|
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Director
|
Alejdandro Emilio Marchionna Fare
|
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Director
|
Mauricio Wior
|
|
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Director
|
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Cogency Global Inc.
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Authorized Representative in the United States
|
|
|
|
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By:
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/s/ Richard
Arthur
|
|
Name
|
Richard Arthur
|
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Title:
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Assistant Secretary
|
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INDEX TO EXHIBITS
Exhibit
Number
|
Exhibit
|
|
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1
|
Form of Deposit Agreement dated as of __________, 2019 among TGLT 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.
|
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|
|
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4
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Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered.
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