Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
2022年2月16日 - 7:23AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on February 15, 2022. Registration No. 333-195519
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
OI S.A. – In Judicial Reorganization
(Exact name of issuer of deposited securities as specified
in its charter)
N/A
(Translation of issuer's name into English)
Federative Republic of Brazil
(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
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:
David Johansen
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020-1095
(212) 819-8200
|
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. [ ]
The prospectus consists of the
proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Amended and Restated Deposit
Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
This Registration Statement may be executed in any
number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the
same instrument.
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
|
-
Name and address of depositary
|
Introductory Article
|
-
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
|
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 Amended and Restated Deposit Agreement (Preferred Shares) dated as of February 27, 2012 among Oi S.A. – In Judicial Reorganization (formerly known as Oi S.A.), 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. – 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. – See (a) above.
|
d.
|
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
|
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 February 15, 2022.
Legal entity created by the agreement
for the issuance of depositary shares representing preferred shares of Oi S.A..
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, Oi S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil, on February 15, 2022.
Oi S.A. – In Judicial Reorganization
|
|
|
|
|
|
By:
|
/s/ Rodrigo Modesto de Abreu
|
|
Name:
|
Rodrigo Modesto de Abreu
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
By:
|
/s/ Cristiane Barretto Sales
|
|
Name:
|
Cristiane Barretto Sales
|
|
Title:
|
Chief Financial Officer and Investor Relations Officer
|
Each person whose signature
appears below hereby constitutes and appoints Rodrigo Modesto de Abreu and Cristiane Barretto Sales, 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 February 15, 2022.
/s/
Rodrigo Modesto de Abreu
|
Chief Executive Officer
|
Rodrigo Modesto de Abreu
|
(principal executive officer)
|
|
|
|
|
/s/
Cristiane Barretto Sales
|
Chief Financial Officer and Investor Relations Officer
|
Cristiane Barretto Sales
|
(principal financial officer)
|
|
|
|
|
/s/
David Tavares Neves Nunes
|
Chief Accounting Officer
|
David Tavares Neves Nunes
|
(principal accounting officer)
|
|
|
|
|
/s/
Eleazar de Carvalho Filho
|
Chairman of the Board of Directors
|
Eleazar de Carvalho Filho
|
|
|
|
|
|
|
Vice-Chairman of the Board of Directors
|
Marcos Grodetzky
|
|
|
|
|
|
/s/
Henrique José Fernandes Luz
|
Director
|
Henrique José Fernandes Luz
|
|
|
|
|
|
/s/ Maria Helena dos Santos Fernandes de Santana
|
Director
|
Maria Helena dos Santos Fernandes de Santana
|
|
|
|
|
|
/s/
Paulino do Rego Barros Jr.
|
Director
|
Paulino do Rego Barros Jr.
|
|
|
|
|
|
/s/
Roger Solé Rafols
|
Director
|
Roger Solé Rafols
|
|
|
|
|
|
|
Director
|
Claudia Quintella Woods
|
|
|
|
|
|
/s/
Armando Lins Netto
|
Director
|
Armando Lins Netto
|
|
|
|
|
|
/s/
Luís Maria Viana Palha da Silva
|
Director
|
Luís Maria Viana Palha da Silva
|
|
|
|
|
|
/s/
Mateus Affonso Bandeira
|
Director
|
Mateus Affonso Bandeira
|
|
|
|
|
|
/s/
Raphael Manhães Martins
|
Director
|
Raphael Manhães Martins
|
|
|
|
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of Oi S.A. – In Judicial Reorganization
in the United States, has signed this registration statement on February 15, 2022.
|
Authorized U.S. Representative – Puglisi & Associates
|
|
|
|
|
|
|
|
By:
|
/s/ Donald
J. Puglisi
|
|
|
Name: Donald J. Puglisi
Title: Managing Director
|
INDEX TO EXHIBITS
Exhibit
Number
|
Exhibit
|
|
|
1
|
Form of Amended and Restated Deposit Agreement (Preferred Shares) dated as of February 27, 2012 among Oi S.A., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
|
|
|
|
|
|
|
|
|
|
|
|
|
OI (CE) (USOTC:OIBZQ)
過去 株価チャート
から 11 2024 まで 12 2024
OI (CE) (USOTC:OIBZQ)
過去 株価チャート
から 12 2023 まで 12 2024