F-6EF 1 tm249258d1_f6.htm F-6EF

As filed with the U.S. Securities and Exchange Commission on March 22, 2024.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

OATLY GROUP AB

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

N/A

(Translation of issuer’s name into English)

Kingdom of Sweden

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

383 Madison Avenue, Floor 11

New York, New York 10179

Telephone: +1-800- 990-1135

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

Corporation Service Company

19 West 44^th Street, Suite 200

New York, New York 10036

Telephone: +1-866-403-5272

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

Copies to:

JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11

New York, New York 10179

Telephone: +1-800-990-1135

Scott R. Saks, Esq.

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019-6022

Telephone: +1-212-318-3151

It is proposed that this filing become effective under Rule 466

x	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 ⁽¹⁾

Proposed Maximum

Aggregate Offering
Price ⁽²⁾

Amount of

Registration Fee

American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing one (1) ordinary share, par value US$ 0.00017 per share, of Oatly Group AB.

250,000,000

American Depositary Shares

$0.05

$12,500,000

$1,845.00

(1)	Each unit represents one American Depositary Share.

(2)	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 American Depositary Receipts evidencing American Depositary Shares.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit (a)(1) to this Registration Statement on Form F-6, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

Item Number and Caption			Location in Form of American Depositary Receipt Filed Herewith as Prospectus

(1)	Name and address of Depositary		Introductory paragraph and bottom of face of American Depositary Receipt

(2)	Title of American Depositary Receipts and identity of deposited securities		Face of American Depositary Receipt, top center
	Terms of Deposit:
	(i)	Amount of deposited securities represented by one unit of American Depositary Shares	Face of American Depositary Receipt, upper right corner
	(ii)	Procedure for voting, if any, the deposited securities	Paragraphs (6), (11) and (12)
	(iii)	Procedure for collecting and distributing dividends	Paragraphs (4), (5), (7) and (10)
	(iv)	Procedures for transmitting notices, reports and proxy soliciting material	Paragraphs (3), (8), (11) and (12)
	(v)	Sale or exercise of rights	Paragraphs (4), (5) and (10)
	(vi)	Deposit or sale of securities resulting from dividends, splits or plans of reorganization	Paragraphs (3), (4), (5), (10) and (13)
	(vii)	Amendment, extension or termination of the Deposit Agreement	Paragraphs (16) and (17)
	(viii)	Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs	Paragraph (3)
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Paragraphs (1), (2), (4), (5) and (6)
	(x)	Limitation upon the liability of the Depositary	Paragraph (14)

(3)	Fees and charges that a holder of ADRs may have to pay, either directly or indirectly		Paragraph (7)

Item 2. AVAILABLE INFORMATION

Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus

Oatly Group AB is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549.		Paragraph (8)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(1)

Form of American Depositary Receipt (“ADR”). Filed herewith as Exhibit (a)(1).

(a)(2)

Deposit Agreement. Deposit Agreement, dated as of May 19, 2021, among Oatly Group AB (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the “Deposit Agreement”). Filed as Exhibit (a) to the Registration Statement on Form F-6 (File No. 333-262476) and incorporated herein by this reference.

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Side Letter, dated December 21, 2021, from the Company to the Depositary pursuant to the Deposit Agreement to change the Company’s agent for service of process. Filed as Exhibit (b) to the Registration Statement on Form F-6 (File No. 333-262476) and incorporated herein by this reference.

(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 Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

(e)

Certification under Rule 466. Filed herewith as Exhibit (e).

(f)

Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto.

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 American Depositary Receipts, 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 an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the “Depositary”) on behalf of the legal entity created by the Deposit Agreement (the “Deposit Agreement”) among Oatly Group AB, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) 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 March 22, 2024.

Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

By:

JPMORGAN CHASE BANK, N.A., solely in its capacity as Depositary

By:	/s/ Timothy E. Green
	Name:	Timothy E. Green
	Title:	Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Oatly Group AB 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 Malmö, Sweden, on March 22, 2024.

OATLY GROUP AB

By:	/s/ Jean-Christophe Flatin
	Name:	Jean-Christophe Flatin
	Title:	Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jean-Christophe Flatin and Marie-José David, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, 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, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on March 22, 2024.

SIGNATURES

Signature		Title

/s/ Jean-Christophe Flatin
Jean-Christophe Flatin		Chief Executive Officer (principal executive officer)

/s/ Marie-José David
Marie-José David		Chief Financial Officer (principal financial and accounting officer)

/s/ Toni Petersson
Toni Petersson		Director

/s/ Steven Chu
Steven Chu		Director

/s/ Ann Chung
Ann Chung		Director

/s/ Bernard Hours
Bernard Hours		Director

/s/ Lillis Härd
Lillis Härd		Director

/s/ Hannah Jones
Hannah Jones		Director

/s/ Xin Wang
Xin Wang		Director

/s/ Eric Melloul
Eric Melloul		Director

/s/ Frances Rathke
Frances Rathke		Director

/s/ Yawen Wu
Yawen Wu		Director

/s/ Martin Brok
Martin Brok		Director

/s/ Calvin Tuen-Muk Lai Shu
Calvin Tuen-Muk Lai Shu		Director

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Oatly Group AB, has signed this Registration Statement on Form F-6 in Portland, OR, U.S.A., on March 22, 2024.

Authorized U.S. Representative

By:	Oatly Inc.

	By:	/s/ Matthew Merritt
		Name:	Matthew Merritt
		Title:	Authorized Signatory of Oatly Inc.

INDEX TO EXHIBITS

Exhibit Number
(a)(1)		Form of American Depositary Receipt.
(d)		Opinion of Norton Rose Fulbright US LLP, counsel to JPMorgan Chase Bank, N.A., the depositary, as to the legality of the securities being registered.
(e)		Rule 466 Certification.