F-6 1 d495494df6.htm F-6 F-6

As filed with the U.S. Securities and Exchange Commission on May 11, 2021

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 (800) 990-1135

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

 

 

Oatly Inc.

220 E. 42nd Street, Suite 409A

New York, NY 10017

(866) 704 0391

(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, NY 10179

Telephone: +1-800-990-1135

  

Scott R. Saks, Esq.

Troutman Pepper Hamilton Sanders LLP

875 Third Avenue

New York, NY 10022

Telephone: +1-212-808-2734

 

 

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 (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 $0.00017 per share, of Oatly Group AB

  

200,000,000

American Depositary Shares

   $0.05   $10,000,000.00   $1,091

 

 

(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.

 

 

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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement filed as Exhibit (a) 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)   Collection and distribution of dividends

      Paragraphs (4), (5), (7) and (10)

(iv) Transmission of 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

      Paragraph (7)

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption

     

Location in Form of American Depositary Receipt Filed Herewith as Prospectus

(b) Statement that 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, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.      Paragraph (8)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

 

  (a)

Form of Deposit Agreement. Form of Deposit Agreement 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 from time to time thereunder (the “Deposit Agreement”), including the Form of American Depositary Receipt attached as Exhibit A thereto. Filed herewith as Exhibit (a).

 

  (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. 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. Not Applicable.

 

  (d)

Opinion of Troutman Pepper Hamilton Sanders LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 

  (e)

Certification under Rule 466. Not applicable.

 

  (f)

Powers of Attorney for 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., on behalf of the legal entity created by the Deposit Agreement, among Oatly Group AB, JPMorgan Chase Bank, N.A., and all holders and beneficial owners from time to time 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 May 11, 2021.

 

Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares of Oatly Group AB
By:   JPMORGAN CHASE BANK, N.A., 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 May 11, 2021.

 

Oatly Group AB
By:  

/s/ Toni Petersson

  Name:   Toni Petersson
  Title:   Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Toni Petersson and Christian Hanke, 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.

Under the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons on May 11, 2021, in the capacities indicated.

SIGNATURES

 

Signature

   

Title

    

/s/ Toni Petersson

    Chief Executive Officer  
Toni Petersson     

/s/ Christian Hanke

    Chief Financial Officer  
Christian Hanke     

/s/ Fredrik Berg

    Director  
Fredrik Berg     

/s/ Ann Chung

    Director  
Ann Chung     

/s/ Bernard Hours

    Director  
Bernard Hours     

/s/ Hannah Jones

    Director  
Hannah Jones     

/s/ Mattias Klintemar

    Director  
Mattias Klintemar     

/s/ Po Sing (Tomakin) Lai

    Director  
Po Sing (Tomakin) Lai     

/s/ Eric Melloul

    Director  
Eric Melloul     

/s/ Björn Öste

    Director  
Björn Öste     

/s/ Yawen Wu

    Director  
Yawen Wu     

/s/ Tim Zhang

    Director  
Tim Zhang     

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Under 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 on May 11, 2021.

 

OATLY INC.
By:  

/s/ Michael F. Messersmith

  Name: Michael F. Messersmith
  Title: General Manager and Secretary of Oatly Inc.

 

INDEX TO EXHIBITS

 

Exhibit
Number

     
(a)    Form of Deposit Agreement among Oatly Group AB, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders and beneficial owners from time to time of American Depositary Receipts issued from time to time thereunder, including the Form of American Depositary Receipt attached as Exhibit A thereto.
(d)    Opinion of Troutman Pepper Hamilton Sanders LLP, counsel to the Depositary, as to the legality of the securities being registered.