As filed with the U.S. Securities and Exchange Commission on March 22, 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 Evidenced by American Depositary Receipts
___________________
Gerdau S.A.
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer's name into English)
Brazil
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11, New York, New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Chia Yuan Wang
4221 West Boy Scout Boulevard, Suite
#600
Tampa, FL 33607
Telephone: (813) 676-2664
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
|
Scott A. Ziegler, Esq. |
|
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 |
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 aggregate price per unit (1) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one Preferred Share of Gerdau S.A. |
100,000,000 American Depositary Shares |
$0.05 | $5,000,000 | $606 |
| (1) | Each unit represents one American Depositary Share. |
| (2) | 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 Receipts evidencing American Depositary Shares. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Further Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| (1) | Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | ||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||
| Terms of Deposit: | ||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
| (ii) | Procedure for voting, if any, the deposited securities | Paragraph (12) | ||
| (iii) | Collection and distribution of dividends | Paragraphs (4), (5), (7) and (10) | ||
| (iv) | Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8) and (12) | ||
| (v) | Sale or exercise of rights | Paragraphs (4), (5) and (10) | ||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (4), (5), (10) and (13) | ||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (16) and (17) | ||
| (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | Paragraph (3) | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), and (5) | ||
| (x) | Limitation upon the liability of the Depositary | Paragraph (14) | ||
| (3) | Fees and Charges | Paragraph (7) | ||
Item 2. AVAILABLE INFORMATION
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| (b) | Statement that Gerdau, S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied through the EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C. | Paragraph (8) | ||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Further Amended and Restated Deposit Agreement dated as of , 2019 among Gerdau S.A, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a). |
| (b) | 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. 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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Filed herewith as Exhibit (e). |
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 American Depositary Receipts, 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 an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, 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 March 22, 2019.
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
| By: | /s/ Lisa M. Hayes | |
| Name: | Lisa M. Hayes | |
| Title: | Vice President | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Gerdau 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 Brazil on March 22, 2019.
| GERDAU S.A. | ||
| By: | /s/ Gustavo Werneck da Cunha | |
| Name: | Gustavo Werneck da Cunha | |
| Title: | Chief Executive Officer | |
| By: | /s/ Harley Lorentz Scardoelli | |
| Name: | Harley Lorentz Scardoelli | |
| Title: | Chief Financial Officer | |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gustavo Werneck da Cunha and Harley Lorentz Scardoelli to act as his/her true and lawful attorney-in-fact and agent, 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 United States 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 March 22, 2019.
|
Signature
|
Title | |
|
/s/ Claudio Johannpetter |
Chairman of the Board of Directors | |
| Name: Claudio Johannpetter | ||
|
/s/ Gustavo Werneck da Cunha |
Chief Executive Officer | |
| Name: Gustavo Werneck da Cunha | ||
|
/s/ Harley Lorentz Scardoelli |
Chief Financial Officer | |
| Name: Harley Lorentz Scardoelli | ||
|
/s/ André Bier Gerdau Johannpeter |
Director | |
| Name: André Bier Gerdau Johannpeter | ||
|
/s/ Guilherme Chagas Gerdau Johannpetter |
Director | |
| Name: Guilherme Chagas Gerdau Johannpetter | ||
| Director | ||
|
Name: Affonso Celso Pastore |
| Signature | Title | |
| Director | ||
|
Name: Fernando Fontes Iunes |
||
|
/s/ Richard Chagas Gerdau Johannpeter |
Director | |
| Name: Richard Chagas Gerdau Johannpeter | ||
|
/s/ Chia Yuan Wang |
Authorized Representative in the United States | |
| Name: Chia Yuan Wang |
INDEX TO EXHIBITS
Exhibit Number |
|
| (a) | Form of Further Amended and Restated Deposit Agreement |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |
| (e) | Rule 466 Certification |