As filed with the Securities and Exchange Commission
on December 7, 2023.
Registration
No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Corporación
Inmobiliaria Vesta, S.A.B. de C.V.
(Exact name of Registrant as specified in its charter)
Vesta Real Estate
Corporation
(Translation of Registrant’s name into English)
United Mexican States
(State or other jurisdiction of
incorporation or organization) |
6500
(Primary Standard Industrial Classification Code Number) |
None
(I.R.S. Employer
Identification No.) |
Paseo de los Tamarindos No. 90,
Torre II, Piso 28, Col. Bosques de las
Lomas
Cuajimalpa, C.P. 05120
Mexico City
United Mexican States
+52 (55) 5950-0070
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
+1 (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications
sent to agent for service, should be sent to:
|
Maurice Blanco
Manuel Garciadiaz
Drew Glover
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
+1 (212) 450-4000 |
|
Juan Francisco Mendez
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
+1 (212) 455-2000 |
Approximate date of commencement of proposed sale
of the securities to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box: ☐
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☒
333-275896
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXPLANATORY NOTE
AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant
to Rule 462(b) (“Rule 462(b)”) and General Instruction V of Form F-1, both promulgated under the Securities Act of 1933, as
amended. Pursuant to Rule 462(b), the contents of the Registration Statement on Form F-1 (File No. 333-275896) of Corporación Inmobiliaria
Vesta, S.A.B. de C.V. (the “Registrant”), including the exhibits thereto, which was declared effective by the Securities and
Exchange Commission (the “Commission”) on December 7, 2023, are incorporated by reference into this Registration Statement.
EXHIBIT INDEX
The following is a list of all exhibits filed
as part of this registration statement on Form F-1.
PART II
INFORMATION NOT REQUIRED
IN THE PROSPECTUS
All exhibits filed with or incorporated by reference
in Registration Statement No. 333-275896 are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement,
except for those set forth in the exhibit index set forth herein, which are filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing this registration statement on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Mexico City, Mexico, on the 7th day of December, 2023.
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Corporación Inmobiliaria Vesta, S.A.B. de C.V. |
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|
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|
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By: |
/s/ Lorenzo Dominique Berho Carranza |
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Name: |
Lorenzo Dominique Berho Carranza |
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|
Title: |
Chief Executive Officer |
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|
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|
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By: |
/s/ Juan Felipe Sottil Achutegui |
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Name: |
Juan Felipe Sottil Achutegui |
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|
Title: |
Chief Financial Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
| |
|
|
| /s/ Lorenzo Dominique Berho Carranza |
Chief Executive Officer (principal executive officer) |
December 7, 2023 |
| Lorenzo Dominique Berho Carranza |
|
|
| |
|
|
| /s/ Juan Felipe Sottil Achutegui |
Chief Financial Officer
(principal financial officer and principal accounting officer) |
December 7, 2023 |
| Juan Felipe Sottil Achutegui |
|
|
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|
|
| * |
Chairman of the Board of Directors |
December 7, 2023 |
| Lorenzo Manuel Berho Corona |
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|
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|
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| * |
Director |
December 7, 2023 |
| Stephen B. Williams |
|
|
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|
|
| * |
Director |
December 7, 2023 |
| José Manuel Domínguez Díaz Ceballos |
|
|
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|
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| * |
Director |
December 7, 2023 |
| Craig Wieland |
|
|
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|
|
| * |
Director |
December 7, 2023 |
| Luis Javier Solloa Hernández |
|
|
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|
|
| * |
Director |
December 7, 2023 |
| Loreanne Helena García Ottati |
|
|
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Director |
|
| Oscar Francisco Cázares Elías |
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|
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| * |
Director |
December 7, 2023 |
| Daniela Berho Carranza |
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|
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| * |
Director |
December 7, 2023 |
| Douglas M. Arthur |
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|
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|
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Director |
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| Luis de la Calle Pardo |
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| * By: /s/ Juan Felipe Sottil Achutegui |
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Juan Felipe Sottil Achutegui
Attorney-in-Fact |
|
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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 7th day of December, 2023.
| COGENCY GLOBAL INC. |
|
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| By: /s/ Colleen A. De Vries |
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| Name: |
Colleen A. De Vries |
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| Title: |
Senior Vice-President on behalf of Cogency Global Inc. |
|
Exhibit
5.1
December
7, 2023
Corporación
Inmobiliaria Vesta, S.A.B. de C.V.
Paseo de los Tamarindos No. 90
Torre II
Piso 28
Col. Bosques de las Lomas
Alcaldía Cuajimalpa
05210, Ciudad de México, México
Ladies and
Gentlemen:
We
are acting as special Mexican counsel to Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), in
connection with the offering of American Depositary Shares (the “Offering” and the “ADSs”, respectively),
evidenced by American Depositary Receipts, each ADS representing ten (10) common shares of the Company, with no par value (all such common
shares of the Company, the “Common Shares”), under the registration statement, on Form F-1 (as amended by the registration
filed in accordance with Rule 462(b) of the Securities Act (as defined below)), provided to us and as filed by the Company with the United
States Securities and Exchange Commission (collectively, the “Registration Statement”), pursuant to the United States
Securities Act of 1933, as amended (the “Securities Act”).
In
rendering the opinion expressed below, we have examined copies of (i) the Company’s combined articles of incorporation and by-laws
(estatutos sociales) in effect on the date hereof, (ii) the Registration Statement, (iii) the draft Deposit Agreement expected
to be entered into in connection with the Offering, by and among the Company, Citibank, N.A., as depositary, and the holders and beneficial
owners of ADSs, (iv) minutes of the ordinary and extraordinary general shareholders’ meeting of the Company held on March 30, 2023,
and (v) such other documents and corporate records of the Company and such other instruments and other certificates of officers and representatives
of the Company and such other persons, and have made investigations of law, as we have deemed relevant or appropriate in connection with
the giving of this opinion.
We
have assumed, without any independent investigation or verification of any kind, (i) the power and authority of each signatory to the
documents we have reviewed, under all applicable laws, rules, regulations and their constitutive or similar documents, to enter into
and perform their respective obligations thereunder, (ii) the genuineness of all signatures and the authenticity of all opinions, documents
and papers submitted to us, and (iii) that copies of all
opinions, documents
and papers submitted to us, are complete and conform to the originals thereof.
As
to questions of fact material to the opinion hereinafter expressed, we have, when relevant facts were not independently established by
us, relied upon originals or copies, certified or otherwise identified to our satisfaction, of all such corporate records of the Company,
and such other instruments or certificates of public officials, officers and representatives of the Company and such other persons, as
we have deemed necessary or appropriate for the opinion expressed below.
Based
upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:
1. All
the outstanding Common Shares have been duly authorized and issued, and are fully paid and non-assessable.
2.
The Common Shares underlying the ADSs that are the subject of the Offering, have been duly authorized and issued and, when the ADSs are
delivered and paid for as set forth in the Registration Statement, such Common Shares will be fully paid and non-assessable.
3. The
statements in the Registration Statement under the caption “Taxation-Certain Mexican Federal Income Tax Considerations,”
insofar as such statements constitute a summary of Mexican law, such statements fairly summarize Mexican law in all material respects.
We
are qualified to practice law in Mexico. We express no opinion as to any laws other than the laws of Mexico in effect on the
date hereof, or as to any matters not expressly covered herein.
We
consent to (i) the filing of this opinion as an exhibit to the Registration Statement, and (ii) the use of the name of our firm in the
Registration Statement, under the caption “Legal Matters”. In giving this consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Securities Act.
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Very
truly yours, |
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|
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|
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Ritch, Mueller y Nicolau,
S.C. |
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By /s/
Luis A. Nicolau
|
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Luis A. Nicolau, a partner |
Exhibit 23.1
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation
by reference in this Registration Statement on Form F-1 MEF of our report dated May 15, 2023 relating to the financial statements of
Corporación Inmobiliaria Vesta, S.A.B. de C.V., appearing in the Registration Statement No. 333-275896 on Form F-1 of Corporación
Inmobiliaria Vesta, S.A.B. de C.V. We also consent to the reference to us under the heading "Experts" in such Registration
Statement.
/s/ Galaz, Yamazaki,
Ruiz Urquiza, S.C.
Member of Deloitte Touche
Tohmatsu Limited
Mexico City, Mexico
December 7, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form F-1
(Form Type)
Corporación Inmobiliaria Vesta, S.A.B.
de C.V.
(Exact Name of Registrant as Specified in its
Charter)
Table 1: Newly Registered and Carry Forward
Securities
| |
|
Security
Type |
|
Security
Class
Title |
|
Fee
Calculation
or Carry
Forward
Rule |
|
Amount
Registered(3) |
|
Proposed
Maximum
Offering
Price Per
Share (3)(4) |
|
Maximum
Aggregate
Offering
Price
(3)(4) |
|
Fee
Rate |
|
Amount of
Registration
Fee
(4) |
| Newly Registered Securities |
|
Fees to Be
Paid |
|
Equity |
|
Common shares, no par value, represented by American depositary shares, or “ADSs” (1)(2) |
|
457(c) |
|
2,500,000 |
|
$3.50 |
|
$8,750,000 |
|
0.00014760 |
|
$1,291.50 |
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|
Total Offering Amounts |
|
|
|
$8,750,000 |
|
|
|
$1,291.50 |
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|
Total Fees Previously Paid |
|
|
|
|
|
|
|
$0 |
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Total Fee Offsets |
|
|
|
|
|
|
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$0 |
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|
Net Fee Due |
|
|
|
|
|
|
|
$1,291.50 |
| (1) |
American depositary shares issuable upon deposit of common shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-272542). Each American depositary share represents ten common shares. |
| (2) |
Includes common shares represented by ADSs initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public. |
| (3) |
The 2,500,000 common shares represented by ADS being registered in this Registration Statement are in addition to the 40,000,000 common shares represented by ADSs registered pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-275896). |
| (4) |
Estimated in accordance with Rule 457(c) of the Securities Act of 1933, as amended, on the basis of $35.00 per ADS (each ADS representing ten common shares), the public offering price to be set forth on the cover page of the Registrant’s prospectus dated December 7, 2023 relating to its public offering pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-275896). A registration fee was previously paid in connection with that Registration Statement. |
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