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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Grupo Bimbo SA (QX) | USOTC:GRBMF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.145 | 3.91 | 4.54 | 0.00 | 21:20:02 |
As filed with the Securities and Exchange Commission on April 11, 2016 |
Registration No. 333 -
|
Alejandro González Lazzeri, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
|
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, NY 10036
|
It is proposed that this filing become effective under Rule 466:
|
o
immediately upon filing.
|
|
o
on (Date) at (Time).
|
Title of Each Class of
Securities to be Registered
|
Amount to be
Registered
|
Proposed Maximum
Aggregate Price Per Unit*
|
Proposed Maximum
Aggregate Offering Price**
|
Amount of
Registration Fee
|
American Depositary Shares (
ADS(s)
), each ADS representing the right to receive four (4) Series “A” common shares of Grupo Bimbo, S.A.B. de C.V.
|
100,000,000 ADSs
|
$5.00
|
$5,000,000.00
|
$503.50
|
*
|
Eac
h unit represents 100 ADSs.
|
**
|
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 ADSs.
|
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, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
|
Item Number and Caption |
Location in Form of American
Depositary Receipt (“
Receipt
”)
Filed Herewith as Prospectus
|
|||
1. | Name of Depositary and address of its principal executive office |
Face of Receipt
- Introductory Article.
|
||
2. | Title of Receipts and identity of deposited securities |
Face of Receipt
- Top Center.
|
||
Terms of Deposit: | ||||
(i) |
The amount of deposited securities represented by one American Depositary Share (“ADSs”)
|
Face of Receipt
- Upper right corner.
|
||
(ii) |
The procedure for voting, if any, the deposited securities
|
Reverse of Receipt
- Paragraphs (17)
and (18).
|
||
(iii) |
The collection and distribution of dividends
|
Reverse of Receipt
- Paragraph (15).
|
||
(iv) |
The transmission of notices, reports and proxy soliciting material
|
Face of Receipt
- Paragraph (14).
Reverse of Receipt
- Paragraph (18).
|
||
(v) |
The sale or exercise of rights
|
Reverse of Receipt
– Paragraphs (15)
and (17).
|
||
(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
|
Face of Receipt
- Paragraphs (3) and (6).
Reverse of Receipt
- Paragraphs (15) and (17).
|
||
(vii) |
Amendment, extension or termination of the deposit agreement
|
Reverse of Receipt
- Paragraphs (23) and (24) (no provision for extensions).
|
||
(viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
|
Face of Receipt
- Paragraph (14).
|
Item Number and Caption |
Location in Form of American
Depositary Receipt (“
Receipt
”)
Filed Herewith as Prospectus
|
|||
(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities
|
Face of Receipt
– Paragraphs (2), (3), (4), (6), (7), (9) and (10).
|
||
(x) |
Limitation upon the liability of the Depositary
|
Face of Receipt
- Paragraph (8).
Reverse of Receipt
- Paragraphs (20) and (21).
|
||
3. |
Fees and charges which may be imposed directly or indirectly on holders of ADSs
|
Face of Receipt
- Paragraph (11).
|
||
Item 2. |
AVAILABLE INFORMATION
|
Face of Receipt
- Paragraph (14).
|
|
(a)
|
Form of Deposit Agreement, by and among Grupo Bimbo, S.A.B. de C.V. (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).
|
|
(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. — None.
|
|
(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. — None.
|
|
(d)
|
Opinion of counsel for the Depositary as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
|
|
(e)
|
Certificate under Rule 466. — None.
|
|
(f)
|
Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature pages hereto.
|
|
(a)
|
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.
|
|
(b)
|
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.
|
Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive four Series “A” common shares of Grupo Bimbo, S.A.B. de C.V.
|
|||
CITIBANK, N.A., solely in its capacity as Depositary
|
|||
|
By:
|
/s/ Leslie A. Deluca | |
Name: Leslie A. Deluca | |||
Title: Vice President | |||
GRUPO BIMBO, S.A.B. DE C.V.
|
|||
|
By:
|
/s/ Guillermo Jorge Quiroz Abed | |
Name: Guillermo Jorge Quiroz Abed | |||
Title: Chief Financial Officer | |||
By: | /s/ Guillermo Sánchez Arrieta | ||
Name: Guillermo Sánchez Arrieta | |||
Title: Comptroller |
Executive Officers
|
||
Signature
|
Title
|
|
/s/ Daniel Javier Servitje Montull
|
Chairman of the Board & Chief Executive Officer
|
|
Name: Daniel Javier Servitje Montull |
(Principal Executive Officer)
|
|
/s/ Guillermo Jorge Quiroz Abed
|
Chief Financial Officer
|
|
Name: Guillermo Jorge Quiroz Abed
|
(Principal Financial and Accounting Officer)
|
|
/s/ Guillermo Sánchez Arrieta
|
Comptroller
|
|
Name: Guillermo Sánchez Arrieta
|
||
/s/ Luis Miguel Briola Clément
|
General Counsel & Secretary non-member of the Board of Directors
|
|
Name: Luis Miguel Briola Clément
|
||
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Daniel Javier Servitje Montull |
Chairman of the Board
|
|
Name:
Daniel Javier Servitje Montull
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Thomas Stanley Heather Rodríguez
|
Independent Director
|
|
Name: Thomas Stanley Heather Rodríguez
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Agustin Irurita Pérez
|
Independent Director
|
|
Name: Agustín Irurita Pérez
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Henry Robert Davis Signoret
|
Independent Director
|
|
Name: Henry Robert Davis Signoret
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Luis Jorba Servitje
|
Director
|
|
Name: Luis Jorba Servitje
|
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Mauricio Jorba Servitje
|
Director
|
|
Name: Mauricio Jorba Servitje
|
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Francisco Laresgoiti Servitje
|
Director
|
|
Name: Francisco Laresgoiti Servitje
|
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Nicolás Mariscal Servitje
|
Director
|
|
Name: Nicolás Mariscal Servitje
|
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ José Ignacio Mariscal Torroella
|
Director
|
|
Name: José Ignacio Mariscal Torroella
|
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ María Isabel Mata Torrallardona
|
Director
|
|
Name: María Isabel Mata Torrallardona
|
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Raúl Carlos Obregón del Corral
|
Director
|
|
Name: Raúl Carlos Obregón del Corral
|
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Javier de Pedro Espínola
|
Director
|
|
Name: Javier de Pedro Espínola
|
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Ignacio Pérez Lizaur
|
Independent Director
|
|
Name: Ignacio Pérez Lizaur
|
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Jorge Pedro Jaime Sendra Mata
|
Director
|
|
Name: Jorge Pedro Jaime Sendra Mata
|
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Edmundo Miguel Vallejo Venegas
|
Independent Director
|
|
Name: Edmundo Miguel Vallejo Venegas
|
|
Board of Directors
|
||
Signature
|
Title
|
|
/s/ Jaime Chico Pardo
|
Director
|
|
Name: Jaime Chico Pardo
|
|
Signature
|
Title
|
|
/s/ Daniel Javier Servitje Montull
|
Chairman of the Board
|
|
Name: Daniel Javier Servitje Montull
|
LAW DEBENTURE, | |||
as Authorized Representative in the United States
|
|||
|
/s/ Diana Arias | ||
Name: Diana Arias | |||
Title: Sr. Manager | |||
Diana Arias | |||
Law Debenture Corporate Services Inc. |
Exhibit
|
Document
|
Sequentially
Numbered Page
|
(a)
|
Form of
Deposit Agreement
|
|
(d)
|
Opinion of counsel to the Depositary
|
1 Year Grupo Bimbo (QX) Chart |
1 Month Grupo Bimbo (QX) Chart |
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