Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
24 Agosto 2021 - 10:56PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange
Commission on August 13, 2021
Registration No. 333-252850
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
For Depositary Shares Evidenced by American Depositary
Receipts
Sendas Distribuidora S.A.
(Exact name of issuer of deposited securities as
specified in its charter)
Sendas Distributor S.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)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
|
JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11
New York, NY 10179
Telephone: +1-800-990-1135
|
Scott R. Saks, Esq.
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019-6022
Telephone: +1-212-318-3151
|
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 five (5) common shares of
Sendas Distribuidora S.A.
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
(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 form of Amendment
No. 1 to Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6,
which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
|
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
(3), (4), (5), (10) and (13)
|
|
(vii) Amendment,
extension or termination of the Deposit Agreement
|
|
Paragraphs
(15), (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), (5) and (6)
|
|
(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
|
|
|
|
|
|
(a) Statement
that Sendas Distribuidora 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)(1)
|
Deposit
Agreement. Deposit Agreement, dated as of February 19, 2021 (the "Deposit Agreement"),
among Sendas Distribuidora S.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”)
issued thereunder. Filed herewith as Exhibit (a)(1).
|
|
|
(a)(1)
|
Form
of Amendment to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement among
the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADRs
issued thereunder, including the form of ADR attached as Exhibit A thereto. Filed herewith
as Exhibit (a)(2).
|
|
|
(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 counsel to the Depositary as to the legality of the securities being registered. Previously
filed.
|
|
|
(e)
|
Certification
under Rule 466. Filed herewith as Exhibit (e).
|
|
|
(f)
|
Powers
of Attorney for certain officers and directors of the Company. Previously filed.
|
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 Post-Effective
Amendment No. 1 to 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 August 13, 2021.
|
|
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, Sendas Distribuidora 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf
by the undersigned, thereunto duly authorized, on August 13, 2021.
|
|
Sendas Distribuidora S.A.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Belmiro de Figueireo
Gomes
|
|
|
|
|
Name:
|
Belmiro de Figueiredo Gomes
|
|
|
|
|
Title:
|
Chief Executive Officer
|
Under the requirements of the Securities Act, this Post-Effective Amendment
to Registration Statement on Form F-6 has been signed by the following persons on August 13, 2021, in the capacities indicated.
SIGNATURES
|
Signature
|
|
Title
|
|
/s/ Belmiro de Figueiredo Gomes
Belmiro de Figueiredo Gomes
|
|
Chief Executive Officer
(principal executive officer)
|
|
|
|
|
|
/s/ Daniela
Sabbag Papa
Daniela Sabbag Papa
|
|
Chief Financial Officer
(principal financial officer)
|
|
|
|
|
|
/s/ Jean-Charles Henri Naouri *
Jean-Charles Henri Naouri
|
|
Chairman of the Board of Directors
|
|
/s/ Ronaldo Iabrudi dos Santos Pereira *
Ronaldo Iabrudi dos Santos Pereira
|
|
Vice Chairman of the Board of Directors
|
|
/s/ Christophe José Hidalgo *
Christophe José Hidalgo
|
|
Director
|
|
/s/ Philippe Alarcon *
Philippe Alarcon
|
|
Director
|
|
David Julien Emeric Lubek
|
|
Director
|
|
Josseline Marie-José Bernadette de Clausade
|
|
Director
|
|
Luiz Nelson Guedes de Carvalho
|
|
Director
|
|
/s/ José Flávio Ferreira Ramos *
José Flávio Ferreira Ramos
|
|
Director
|
|
Geraldo Luciano Mattos Júnior
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
* By:
|
/s/
Belmiro de Figueiredo Gomes
|
|
|
|
|
Name:
|
Belmiro de Figueiredo Gomes
|
|
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized
representative in the United States of Sendas Distribuidora S.A., has signed this Post-Effective Amendment No. 1 to Registration Statement
on Form F-6 in New York, New York, on August 13, 2021.
|
|
Authorized U.S. Representative - Cogency Global Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Colleen A. De Vries
|
|
|
|
|
Name:
|
Colleen A. De Vries
|
|
|
|
|
Title:
|
Senior Vice President on behalf of Cogency Global Inc.
|
INDEX TO EXHIBITS
Exhibit
Number
|
|
|
|
(a)(1)
|
Deposit Agreement,
dated as of February 19, 2021 (the "Deposit Agreement"), among Sendas Distribuidora S.A., JPMorgan Chase Bank, N.A., as
depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts
(“ADRs”) issued thereunder.
|
|
|
(a)(2)
|
Form of Amendment
No. 1 to Deposit Agreement among the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADRs issued
thereunder, including the form of ADR attached as Exhibit A thereto.
|
|
|
(e)
|
Rule 466 Certification.
|
|
Grafico Azioni Sendas Distribuidora (NYSE:ASAI)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Sendas Distribuidora (NYSE:ASAI)
Storico
Da Gen 2024 a Gen 2025
