F-6EF 1 volb4119517f6.htm FORM F-6 (RELOAD)

 

As filed with the Securities and Exchange Commission on May 30, 2018. Registration No. 333-

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For American Depositary Shares
Representing Ordinary Participation Certificates

 

Controladora Vuela Compañía de Aviación, S.A.B. de C.V.
(Exact name of issuer of deposited securities as specified in its charter)

 

Volaris Aviation Holding Company

(Translation of issuer’s name into English)

 

United Mexican States

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

 

One Wall 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

ADR Division

One Wall Street, 11th Floor

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

[X] 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 (1) Amount of registration fee

American Depositary Shares representing Ordinary Participation Certificates (Certificados de Participación Ordinarios)

 

 

100,000,000

American Depositary Shares

 

$5.00

 

$5,000,000

 

$622.50

Ordinary Participation Certificates (Certificados de Participación Ordinarios) representing financial interests in Series A shares of Controladora Vuela Compañía de Aviación, S.A.B. de C.V.

 

1,000,000,000

Ordinary Participation Certificates

 $0 $0 $0(2)
(1)For the purpose of this table only the term “unit” is defined as 100 American Depositary Shares.
(2)Pursuant to Rule 457(k), the fee is computed on the basis that no fees or charges are to be imposed in connection with the issuance of Ordinary Participation Certificates.

 

 

 

 

 

The prospectus consists of the proposed form of American Depositary 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 – American Depositary Shares

 

Item Number and Caption

 

Location in Form of Receipt
Filed Herewith as Prospectus

 

  1. Name and address of depositary

 

 Introductory Article
  1. Title of American Depositary Receipts and identity of deposited securities

 

 Face of Receipt, top center

Terms of Deposit:

 

  
(i)   The amount of deposited securities represented by one unit of American Depositary Receipts Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities Articles number 15, 16 and 18
(iii)   The collection and distribution of dividends Articles number 4, 12, 13, 15 and 18
(iv)  The 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, 13, 15, 17 and 18
(vii)  Amendment, extension or termination of the deposit agreement Articles number 20 and 21
(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts Article number 11
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities Articles number 2, 3, 4, 5, 6 and 8
(x)   Limitation upon the liability of the depositary Articles number 14, 18, 21 and 22

 

3.  Fees and Charges Articles number 7 and 8

 

Cross Reference Sheet – Ordinary Participation Certificates

 

Information about the Ordinary Participation Certificates required by Item 1 of Form F-6 is set forth in the Form of Receipt, Article 24.

 

Item - 2. Available Information

Public reports furnished by Issuer Article number 11
 
 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

 

 

Item - 3. Exhibits

 

1(1). Form of Deposit Agreement dated as of September 13, 2013 among Controladora Vuela Compañía de Aviación, S.A.B. de C.V., 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(1).
1(2). English translation of form of Trust Agreement number 80676 dated August 30, 2013 between Controladora Vuela Compañía de Aviación, S.A.B. de C.V., as grantor, and Nacional Financiera, S.N.C., Institucíon de Banca de Desarrollo, as trustee. –  Incorporated by reference to Exhibit 1(2) of the Issuer’s registration statement on Form F-6 filed with the SEC on August 30, 2013 (File No. 333-190940).
1(3). English translation of form of Deed dated August 30, 2013, among Controladora Vuela Compañía de Aviación, S.A.B. de C.V., Nacional Financiera, S.N.C., Institution de Banca de Desarrollo, Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero and Commision Nacional Bancaria y de Valores –  Incorporated by reference to Exhibit 1(3) of the Issuer’s registration statement on Form F-6 filed with the SEC on August 30, 2013 (File No. 333-190940).
(2). Form of letter from The Bank of New York Mellon to Controladora Vuela Compañía de Aviación, S.A.B. de C.V. dated September 13, 2013 relating to pre-release activities. – Incorporated by reference to Exhibit 2 of the Issuer’s registration statement on Form F-6 filed with the SEC on August 30, 2013 (File No. 333-190940).
(3). 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. – See (a) and (b) above.
4(1). Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4(1).
4(2). Opinion of Berenice Martínez Mejía, Trustee Delegate and Deputy Director Fiduciary for Legal Affairs (Subdirectora Fiduciaria de Asuntos Jurídicos) for Nacional Financiera, S.N.C., Institucíon de Banca de Desarrollo, as trustee, in the Trust Agreement number 80676, as to the legality of the securities to be registered. – Filed herewith as Exhibit 4(2).
5. Certification under Rule 466. – Filed herewith as Exhibit 5.

 

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 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 American 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 May 30, 2018.

 

Legal entity created by the agreement for the issuance of American Depositary Shares representing Ordinary Participation Certificates.

By: The Bank of New York Mellon,

as Depositary

By: /s/ Edgar Piedra

Name: Edgar Piedra

Title: Managing Director

 

 

 

 
 

Pursuant to the requirements of the Securities Act of 1933, the registrant with respect to the Ordinary Participation Certificates 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 Mexico City, Mexico, on May 14, 2018.

 

Trust created by the agreement for the issuance of Ordinary Participation Certificates representing financial interests in Series A shares of common stock, with no par value, of Controladora Vuela Compañía de Aviación, S.A.B. de C.V.

 

By:Nacional Financiera, S.N.C., Institucíon de Banca de Desarrollo

as Trustee

By: /s/ Karina Hernández Ángeles

Name: Karina Hernández Ángeles

Title: Trustee Delegate

 

 

 
 

Pursuant to the requirements of the Securities Act of 1933, Controladora Vuela Compañía de Aviación, S.A.B. de C.V. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Mexico City, Mexico, on May 30, 2018.

Controladora Vuela Compañía de Aviación, S.A.B. de C.V.

 

By:

/s/ Enrique Beltranena

Name: Enrique Beltranena
Title: Chief Executive Officer
   
   
By:

/s/ Fernando Suárez

Name: Fernando Suárez
Title: Chief Financial Officer

 

 

Each person whose signature appears below hereby constitutes and appoints Jaime Pous and Fernando Suárez, 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 May 30, 2018.

Name   Title
     
     
     

/s/ Enrique Beltranena

   Chief Executive Officer and Director
Enrique Beltranena    
     
     
     

/s/ Fernando Suárez

   Chief Financial Officer
Fernando Suárez    
     
     
     

/s/ Jaime Pous

   Chief Legal Officer
Jaime Pous    
     
     

/s/ Carlos Alberto González

    
Carlos Alberto González   Corporate Controller and Compliance Director
    (Principal Accounting Officer)
     
     

/s/ Alfonso González Migoya

    
Alfonso González Migoya   Independent Director and Chairman of the Board
     
     

/s/ Brian H. Franke

    
Brian H. Franke   Director
     
     

/s/ William A. Franke

    
William A. Franke   Director
     
     

/s/ Harry F. Krensky

    
Harry F. Krensky   Director
     
     

/s/ Roberto José Kriete Ávila

    
Roberto José Kriete Ávila   Director
     
     

/s/ William Dean Donovan

    
William Dean Donovan   Independent Director
     
     

/s/ José Luis Fernández Fernández

    
José Luis Fernández Fernández   Independent Director
     
     

/s/ Joaquín Alberto Palomo Déneke

    
Joaquín Alberto Palomo Déneke   Independent Director
     
     

/s/ Stanley L. Pace

    
Stanley L. Pace   Independent Director
     
     

/s/ John A. Slowik

    
John A. Slowik   Independent Director
     
     

/s/ Donald Puglisi

    
Donald Puglisi   Authorized U.S. Representative

 

 

 
 

INDEX TO EXHIBITS

 

 

Exhibit

Number

Exhibit
   
1(1). Form of Deposit Agreement dated as of September 13, 2013 among Controladora Vuela Compañía de Aviación, S.A.B. de C.V., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
   
   
4(1). Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.
   
   
4(2). Opinion of Berenice Martínez Mejía, Trustee Delegate and Deputy Director Fiduciary for Legal Affairs (Subdirectora Fiduciaria de Asuntos Jurídicos) for Nacional Financiera, S.N.C., Institucíon de Banca de Desarrollo, as trustee, in the Trust Agreement 80676, as to the legality of the securities to be registered.
   
   
5. Rule 466 Certification