As filed with the Securities and Exchange Commission on January 30, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Adecoagro S.A.
(Translation of registrant’s name into English)
| Grand Duchy of Luxembourg | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Adecoagro S.A.
Société anonyme
13-15 Avenue de la Liberté
L-1931 Luxembourg
R.C.S. Luxembourg B 153 681
+352 2689-8213
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036
(800) 927-9801
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Marcelo A. Mottesi, Esq.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
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, please check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-185871
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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
CALCULATION OF REGISTRATION FEE
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| Title of each class of securities to be registered |
Amount to be registered(l) |
Proposed maximum aggregate offering price per share(1) |
Proposed maximum offering price(1) |
Amount of registration fee(2) | ||||
| Common shares, par value $1.50 per share |
2,985,000 | $8.00 | $23,880,000 | $3,258 | ||||
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| (1) | In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form F-3 (File No. 333-185871), as amended, is hereby registered. |
| (2) | The registration fee has been calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended. |
This registration statement shall become effective upon filing with the U.S. Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This registration statement is being filed with the U.S. Securities and Exchange Commission, or the Commission, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV to Form F-3.
This registration statement relates to the shelf registration statement on Form F-3 (Registration No. 333-185871) of Adecoagro S.A., or the Company, filed with the Commission on January 3, 2013, as amended, and declared effective by the Commission on January 24, 2013, or the Prior Registration Statement, and is being filed for the purpose of increasing the number of shares of common stock registered under the Prior Registration Statement by 2,985,000. The information set forth in the Prior Registration Statement, including the exhibits thereto and each of the documents incorporated by reference therein, is incorporated by reference herein.
The required opinions and consents are listed on the exhibit index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buenos Aires, Argentina, on January 30, 2013.
| ADECOAGRO S.A. | ||
| By: |
/s/ Mariano Bosch | |
| Mariano Bosch Chief Executive Officer, Director | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Date | |||
| /s/ Mariano Bosch Mariano Bosch |
Chief Executive Officer, Director |
January 30, 2013 | ||
| * Carlos A. Boero Hughes |
Chief Financial Officer, Chief Accounting Officer |
January 30, 2013 | ||
| * Abbas Farouq Zuaiter |
Chairman of the Board of Directors |
January 30, 2013 | ||
| * Alan Leland Boyce |
Director |
January 30, 2013 | ||
| * Guillaume van der Linden |
Director |
January 30, 2013 | ||
| * Paulo Albert Weyland Vieira |
Director |
January 30, 2013 | ||
| * Plínio Musetti |
Director |
January 30, 2013 | ||
| * Mark Schachter |
Director |
January 30, 2013 | ||
| * Julio Moura Neto |
Director |
January 30, 2013 | ||
| * Andrés Velasco Brañes |
Director |
January 30, 2013 | ||
| *By: |
/s/ Mariano Bosch | |
| Attorney-in-Fact |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Under the Securities Act, the undersigned, the duly authorized representative in the United States of Adecoagro S.A., has signed this registration statement in Newark, Delaware, on January 30, 2013.
| PUGLISI & ASSOCIATES | ||
| By: |
/s/ Donald J. Puglisi | |
| Name: Donald J. Puglisi | ||
| Title: Managing Director | ||
Exhibit Index
| 5.1 | Opinion of Elvinger, Hoss & Prussen. | |
| 23.1 | Consent of Elvinger, Hoss & Prussen (included in Exhibit 5.1). | |
| 23.2 | Consent of PriceWaterhouse & Co. S.R.L. | |
| 23.3 | Consent of Cushman & Wakefield. | |
| 24.1 | Power of Attorney (included on signature page to the Prior Registration Statement). | |
Exhibit 5.1
ELVINGER, HOSS & PRUSSEN
LUXEMBOURG LAW FIRM
| To the Board of Directors of Adecoagro S.A.
13-15, avenue de la Liberté L-1931 Luxembourg
Luxembourg, 30 January 2013 |
O/Ref.: TH/th
| Re: | Adecoagro S.A.- F-3 Registration Statement |
Ladies and Gentlemen,
1. We are acting as Luxembourg counsel for Adecoagro S.A., société anonyme, having its registered office at 13-15, avenue de la Liberté, L-1931 Luxembourg, registered with the Registre de Commerce et des Sociétés (the “RCS”) under number R.C.S. Luxembourg: B 153.681, (the “Company”) as to Luxembourg law in connection with the filing of a Registration Statement on Form F-3 with the United States Securities and Exchange Commission (the “SEC”) pursuant to Rule 462(b) of the United States Securities Act of 1933 (the “U.S. Securities Act”) pursuant to which the Company is registering 2,985,000 of issued and existing common shares (“Common Shares”) to be sold by certain selling shareholders which are in addition to the 13,000,000 issued and existing common shares to be sold by certain selling shareholders as referenced in our legal opinion dated 23 January 2013, filed as Exhibit 5.1 to that certain Shelf Registration Statement (File No 333-1885871) (as defined in such opinion) filed with the SEC on 23 January 2013, and have been asked by the Company to provide for the present opinion.
2. For the purposes of this opinion, we have examined the following documents:
2.1 an emailed copy of the Form F-3 Registration Statement filed with the SEC on 30 January 2013 under Rule 462(b) covering the registration of 2,985,000 issued and existing common shares of the Company to be sold by the selling shareholders (the “Registration Statement”);
2.2 a copy of the consolidated articles of incorporation of the Company as at 2nd October 2012 (the “Articles”);
2.3 an emailed scanned executed copy of the minutes of the meeting of the board of directors of the Company held on 13 December, 2012 authorizing inter alia the filing of the Registration Statement (the “Minutes”);
Exhibit 5.1
2.4 an electronic certificat de non-inscription d’une décision judiciaire (certificate as to the non-inscription of a court decision) issued by the RCS dated 30 January 2013 (the “Certificate”) certifying that as of 29 January 2013 no court decision as to inter alia the faillite, concordat préventif de faillite, gestion contrôlée, sursis de paiement, liquidation judiciaire, liquidation volontaire or foreign court decision as to faillite, concordat or other analogous procedures according to the Council Regulation (EC) n°1346/2000 of 29 May 2000 on insolvency proceedings (“Regulation 1346/2000”) is filed with the RCS in respect of the Company;
2.5 an excerpt from the RCS on the Company dated 30 January 2013 (the “Excerpt”);
2.6 the documents available at the RCS in the electronic file of the Company at the time of our electronic company search on 20 January 2013 at 10:45 am CET.
3. Capitalized defined terms used herein shall have the meaning given thereto herein. All documents referred to above under 2.1 to 2.6 are referred to as the “Documents”.
4. For this opinion, we have relied on the accuracy and completeness of the Articles and that they correctly reflect the issued share capital and Common Shares in issue of the Company. We have assumed that all copies of documents that we have reviewed conform to the originals, that all originals are genuine and complete and that each signature is the genuine signature of the individual concerned. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
5. The present opinion is confined to matters of Luxembourg law (as defined below). Accordingly, we express no opinion with regard to any system of law other than the laws of the Grand Duchy of Luxembourg as they stand as of the date hereof and as such laws as of the date hereof have been interpreted in prevailing published case law of the courts of Luxembourg (“Luxembourg Law”). This opinion speaks as of its date and no obligation is assumed to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date hereof, which may affect this opinion letter in any respect.
6. On the basis of the above assumptions and subject to the qualifications set out below, having considered the Documents listed above and having regard to all applicable laws of Luxembourg, we are of the opinion that:
6.1 The Company has been duly incorporated and is legally existing as a société anonyme under Luxembourg law and its Articles. The Company possesses the capacity to sue and be sued in its own name.
6.2 The existing Common Shares are legally issued fully paid and non-assessable.
7. This opinion is subject to any limitations arising from bankruptcy, insolvency, liquidation, moratorium, reorganisation and other laws of general application relating to or affecting the rights of creditors. Insofar as the foregoing opinions relate to the valid
Exhibit 5.1
existence of the Company, they are based solely on the Articles and on our above described search at the RCS. However such a search is not capable of conclusively revealing whether or not any bankruptcy (faillite), compulsory liquidation (liquidation judiciaire), re-organisation, reconstruction reprieve from payment (sursis de paiement), controlled management (gestion contrôlée) or composition with creditors (concordat) proceedings or voluntary dissolution and liquidation proceedings have been initiated and the relevant corporate documents (including, but not limited to, the notice of a winding-up order or resolution, notice of the appointment of a receiver, manager, administrator or administrative receiver) may not be held at the RCS immediately and there may be a delay in the relevant notice appearing on such files.
8. This opinion speaks as of its date and is strictly limited to the matters stated herein and does not extend to, and is not to be read as extending by implication to, any other matters. In this opinion Luxembourg legal concepts are translated into English terms and not in their original French terms used in Luxembourg laws. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.
9. This opinion is governed by Luxembourg law and the Luxembourg courts shall have exclusive jurisdiction thereon.
10. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name in the Registration Statement and the related base prospectus under the heading “Validity of the Securities”, as Luxembourg counsel for the Company. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including Exhibit 5.1, within the meaning of the term “expert” as used in the U.S. Securities Act or the rules and regulations of the SEC thereunder.
| Yours faithfully, | ||
| ELVINGER, HOSS & PRUSSEN | ||
| By: | /s/ Toinon Hoss | |
| Toinon Hoss | ||
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated March 27, 2012 relating to the consolidated financial statements, which appears in Adecoagro S.A.’s Annual Report on Form 20-F for the year ended December 31, 2011. We also consent to the reference to us under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.
| PRICE WATERHOUSE & CO. S.R.L. | ||
| by | /s/ Marcelo De Nicola (Partner) | |
| Marcelo De Nicola | ||
|
Buenos Aires, Argentina January 30, 2013 | ||
Exhibit 23.3
CONSENT OF CUSHMAN & WAKEFIELD ARGENTINA S.A.
We hereby consent to the use of our name in the Registration Statement on Form F-3 of Adecoagro S.A. and any amendments thereto (the “Registration Statement”) and the references to and information contained in the Cushman & Wakefield Argentina S.A. Appraisal of Real Property report dated September 30, 2012 prepared for Adecoagro S.A., wherever appearing in the Registration Statement, including but not limited to our company under the heading “Business” in the Registration Statement.
| Dated: January 30, 2013 |
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| Cushman & Wakefield Argentina S.A. | ||||
| By: /s/ Julio C. Speroni | ||||
| Name: Julio C. Speroni | ||||
| Title:Valuation Manager | ||||