F-6 1 e620002_f6-tb.htm

As filed with the Securities and Exchange Commission on October 16, 2020 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 EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

 

 

 

TELEFÔNICA BRASIL S.A.

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

 

 

 

TELEFÔNICA BRAZIL S.A.

(Translation of issuer’s name into English)

 

 

 

Federative Republic of Brazil

(Jurisdiction of incorporation or organization of issuer)

 

 

 

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

 

 

 

388 Greenwich Street

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, New York 10168

(Address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

Maurice Blanco, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue

New York, New York 10017

(212) 450-4086

 

Herman H. Raspé, Esq.

Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2301

 

 

 

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: ☐

 

 

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered		 Amount to be
Registered

Proposed Maximum

Aggregate Price Per

Unit*

Proposed Maximum

Aggregate Offering

Price**

Amount of 

Registration Fee

 

American Depositary Shares (“ADS(s)”), each ADS representing the right to receive one (1) common share of Telefônica Brasil S.A. (the “Company”) 500,000,000 ADSs $5.00 $25,000,000.00 $2,727.50
 

*Each unit represents 100 ADSs.
**Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

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.

 

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PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

Cross Reference Sheet

 

Item 1.DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption

  

Location in Form of American

Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus

         
1. Name of Depositary and address of its principal executive office   Face of Receipt -  Introductory Article.
       
2. Title of Receipts and identity of deposited securities   Face of Receipt  - Top Center.
         
  Terms of Deposit:    
       
  (i) The amount of deposited securities represented by one American Depositary Share ("ADSs")   Face of Receipt  - Upper right corner.
         
  (ii) The procedure for voting, if any, the deposited securities   Reverse of Receipt  - Paragraphs (17) and (18).
         
  (iii) The collection and distribution of dividends   Reverse of Receipt - Paragraph (15).
         
  (iv) The transmission of notices, reports and proxy soliciting material   Face of Receipt  - Paragraph (14);
Reverse of Receipt - Paragraph (18).
         
  (v) The sale or exercise of rights  

Reverse of Receipt – Paragraphs (15) and (17).

         
  (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization  

Face of Receipt - Paragraphs (3) and (6);

Reverse of Receipt - Paragraphs (15) and (17).

         
  (vii) Amendment, extension or termination of the deposit agreement   Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
         
  (viii) Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs   Face of Receipt - Paragraph (14).

 

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Item Number and Caption  

Location in Form of American

Depositary Receipt (“Receipt”)

Filed Herewith as Prospectus

         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
         
  (x) Limitation upon the liability of the Depositary  

Face of Receipt - Paragraph (8);

Reverse of Receipt - Paragraphs (20) and (21).

         
3. Fees and charges which may be imposed directly or indirectly on holders of ADSs   Face of Receipt - Paragraph (11).
         
Item 2.            AVAILABLE INFORMATION   Face of Receipt - Paragraph (14).

 

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

 

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PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a)(i) to this Registration Statement on Form F-6 and is incorporated herein by reference.

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3.EXHIBITS

 

(a)(i)Form of Deposit Agreement, by and among Telefônica Brasil S.A. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). — Filed herewith as Exhibit (a)(i).

 

(a)(ii)Second Amended and Restated Deposit Agreement, dated as of January 28, 2013, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. — Previously filed as exhibit (a) to Registration Statement on Form F-6, Reg. No. 333-201244, filed on December 23, 2014, and incorporated herein by reference.

 

(b)Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. — None.

 

(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. — None.

 

(d)Opinion of counsel for the Depositary as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).

 

(e)Certificate under Rule 466. — None.

 

(f)Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature pages hereto.

 

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Item 4.UNDERTAKINGS

 

(a)The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, 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 amount of fees charged is 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 an ADS thirty (30) days before any change in the fee schedule.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Telefônica Brasil S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of October 2020.

 

  Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one (1) Common Share of Telefônica Brasil S.A.
     
  CITIBANK, N.A., solely in its capacity as Depositary
   
  By: /s/ Leslie Deluca
    Name: Leslie Deluca
    Title:   Attorney-in-Fact

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Telefônica Brasil S.A. 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 on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in São Paulo, Brazil, on October 9, 2020.

 

  TELEFÔNICA BRASIL S.A.
     
  By: /s/ Christian Mauad Gebara
    Name: Christian Mauad Gebara
    Title:   Chief Executive Officer
     
  By: /s/ David Melcon Sanchez-Friera
    Name: David Melcon Sanchez-Friera
    Title:   Chief Financial and Investor Relations Officer

 

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POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Christian Mauad Gebara and David Melcon Sanchez-Friera to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities as of the dates specified below.

 

Signature   Title   Date
         

/s/ Christian Mauad Gebara

  

Chief Executive Officer and Director

  

October 9, 2020

Name: Christian Mauad Gebara        
(Principal Executive Officer and Director)        
         

/s/ David Melcon Sanchez-Friera

  

Chief Financial and Investor Relations Officer

  

October 9, 2020

Name: David Melcon Sanchez-Friera        
(Principal Financial and Accounting Officer)        
         

/s/ Eduardo Navarro de Carvalho

  

Chairman of the Board of Directors

  

October 9, 2020

Name: Eduardo Navarro de Carvalho        
(Director)        
         

/s/ Claudia Maria Costin

  

Director

  

October 14, 2020

Name: Claudia Maria Costin        
(Director)        

 

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Signature   Title   Date
         

/s/ Narcis Serra

  

Director

  

October 13, 2020

Name: Narcis Serra        
(Director)        
         

/s/ Francisco Javier de Paz Mancho

  

Director

  

October 9, 2020

Name: Francisco Javier de Paz Mancho        
(Director)        
         

/s/ Julio Esteban Linares López

  

Director

  

October 9, 2020

Name: Julio Esteban Linares López        
(Director)        
         

/s/ Ana Theresa Masetti Borsari

  

Director

  

October 9, 2020

Name: Ana Theresa Masetti Borsari        
(Director)        
         

/s/ Sonia Julia Sulzbeck Villalobos

  

Director

  

October 10, 2020

Name: Sonia Julia Sulzbeck Villalobos        
(Director)        
         

/s/ Luiz Fernando Furlan

  

Director

  

October 13, 2020

Name: Luiz Fernando Furlan        
(Director)        
         
/s/ Antonio Carlos Valente da Silva   Director   October 14, 2020

Name: Antonio Carlos Valente da Silva

  

   
(Director)         
         

/s/ José María Del Rey Osorio

  

Director

  

October 9, 2020

Name: José María Del Rey Osorio        
(Director)        
         

/s/ Juan Carlos Ros Brugueras

  

Director

  

October 9, 2020

Name: Juan Carlos Ros Brugueras        
(Director)        

 

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Authorized Representative in the U.S.
     
Cogency Global Inc.  
     
By: /s/ Colleen A. De Vries  
  Name: Colleen A. De Vries  
  Title:   Senior Vice President  

 

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Index to Exhibits

 

Exhibit Document

Sequentially

Numbered Page

     
(a)(i) Form of Deposit Agreement  
     
(d) Opinion of counsel to the Depositary