F-6 1 aeromexf6doc.htm F-6
As filed with the Securities and Exchange Commission on May 21, 2024 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

 

GRUPO AEROMÉXICO, S.A.B. DE C.V.

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A

(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)

 

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. [X]

 

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 (2) Amount of registration fee

 

American Depositary Shares representing common shares of Grupo Aeroméxico, S.A.B. de C.V.

 

500,000,000

American Depositary Shares

 

$5.00

 

$25,000,000

 

$3,690.00

(1)For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
(2)Estimated solely for the purpose of calculating the registration fee. Calculated pursuant to Rule 457(k) on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of the 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 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

 

  1. Name and address of depositary

 

 Introductory Article
  1. 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, 14, 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 ____________, 2024 among Grupo Aeroméxico, 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.
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 May 21, 2024.

 

Legal entity created by the agreement for the issuance of depositary shares representing common shares of Grupo Aeroméxico, S.A.B. de C.V.

 

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, 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 Mexico City, Mexico, on this 21st day of May, 2024.

GRUPO AEROMÉXICO, S.A.B. DE C.V.
 
 
By:

/s/ Andrés Conesa Labastida

Name: Andrés Conesa Labastida
Title: Chief Executive Officer and Director
 
 
By:

/s/ Ricardo Javier Sánchez Baker

Name: Ricardo Javier Sánchez Baker
Title:

Chief Financial Officer

 


 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Andrés Conesa Labastida and Ricardo Javier Sánchez Baker, her or his true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for her or him and in her or his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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 and on the dates indicated.

 

Signature   Title   Date
         
         
         
/s/ Andrés Conesa Labastida   Chief Executive Officer and Director   5/21/2024
Andrés Conesa Labastida   (Principal Executive Officer)    
         
/s/ Ricardo Javier Sánchez Baker  

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

   5/21/2024
Ricardo Javier Sánchez Baker        
         
         
/s/ Francisco Javier de Arrigunaga Gómez del Campo   Director and Chairman of Board of Directors   5/21/2024
Francisco Javier de Arrigunaga Gómez del Campo        
         
         
/s/ Andrés Borrego y Marrón   Director   5/21/2024
Andrés Borrego y Marrón        
         
         
/s/ Antonio Cosío Pando   Director   5/21/2024
Antonio Cosío Pando        
         
         
/s/ Eugene Irwin Davis   Director   5/21/2024
Eugene Irwin Davis        
         
         
/s/ Luis de la Calle Pardo   Director   5/21/2024
Luis de la Calle Pardo        
         
         
/s/ Valentín Diez Morodo   Director   5/21/2024
Valentín Diez Morodo        
         
         
/s/ Jorge Esteve Recolóns   Director   5/21/2024
Jorge Esteve Recolóns        
         
         
/s/ Glen William Hauenstein   Director   5/21/2024
Glen William Hauenstein        
         
         
/s/ Bogdan Ignaschenko   Director   5/21/2024
Bogdan Ignaschenko        
         
         
/s/ Donald Lee Moak   Director   5/21/2024
Donald Lee Moak        
         
         
/s/ Antoine George Munfakh   Director   5/21/2024
Antoine George Munfakh        
         
         
/s/ Jorge Andrés Vilches Martínez   Director   5/21/2024
Jorge Andrés Vilches Martínez        
         
         
/s/ Eduardo Tricio Haro   Director   5/21/2024
Eduardo Tricio Haro        

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE

REGISTRANT IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America has signed this registration statement or amendment thereto in New York, NY, on the 21st day of May, 2024.

 

   
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

Exhibit
   
1 Form of Deposit Agreement dated as of __________, 2024 among Grupo Aeroméxico, 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 Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered.