Unassociated Document
 
As filed with  the Securities and Exchange Commission on September 7, 2016 Registration No. 333 - 212603
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
FORM F-6/A
PRE-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS


AMÉRICA MÓVIL, S.A.B. DE C.V.
(Exact name of issuer of deposited securities as specified in its charter)


America Mobile
(Translation of issuer’s name into English)


United Mexican States
(Jurisdiction of incorporation or organization of issuer)

 
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)

 
399 Park Avenue
New York, New York  10043
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)


CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York  10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of agent for service)

 
Copies to:
Nicolas Grabar, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036

 
It is proposed that this filing become effective under Rule 466:
 
o immediately upon filing.
     
   
o on (Date) at (Time).
 
If a separate registration statement has been filed to register the deposited shares, check the following box :  o

 
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 20 Series A Shares of América Móvil, S.A.B. de C.V.
N/A
N/A
N/A
N/A
 
*
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 Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 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) and (17).
         
  (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
 
Face of Receipt – Paragraphs (3), (4) and (6).
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), (17) and (19).
         
  (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 Amended and Restated Deposit Agreement filed as Exhibit (a) to this Pre-Effective Amendment No. 1 to 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)
Form of Amended and Restated Deposit Agreement, by and among América Móvil, S.A.B. de C.V. (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).
 
 
(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.  — Previously Filed.
 
 
(e)
Certificate under Rule 466.  — None.
 
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company.  — Previously Filed.
 
 
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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 created by the Amended and Restated Deposit Agreement, by and among América Móvil, S.A.B. de C.V., 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 Pre-Effective Amendment No. 1 to 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 7th day of September, 2016.
 
 
Legal entity created by the Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive 20 Series A Shares of América Móvil, S.A.B. de C.V.
 
     
 
CITIBANK, N.A., solely in its capacity as Depositary
 
       
 
By:
/s/ Leslie A. DeLuca  
    Name: Leslie A. DeLuca  
    Title:   Vice President  
       
 
 
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SIGNATURES OF AMÉRICA MÓVIL, S.A.B. DE C.V.
 
Pursuant to the requirements of the Securities Act of 1933, América Móvil, S.A.B. de C.V. 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 Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Mexico City, Mexico, on September 7, 2016.
 
 
AMÉRICA MÓVIL, S.A.B. DE C.V.
 
       
 
By:
/s/ Carlos José García Moreno Elizondo  
    Name: Carlos José García Moreno Elizondo  
    Title:   Attorney-in-Fact  
       
  By: /s/ Alejandro Cantú Jiménez  
    Name: Alejandro Cantú Jiménez  
    Title:   Attorney-in-Fact  
 
 
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Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated in respect of América Móvil, S.A.B. de C.V. on September 7, 2016.
 
Signature
 
Title
     
*
 
Chief Executive Officer and Director
Daniel Hajj Aboumrad
   
     
*
 
Chief Financial Officer
Carlos José García Moreno Elizondo
   
     
*
 
Chief Accounting Officer
José Elías Briones Capetillo
   
     
*
 
Chairman of the Board of Directors
Carlos Slim Domit
   
     
*
 
Vice Chairman of the Board of Directors
Patrick Slim Domit
   
     
 
 
Director
Carlos Slim Helú
   
     
*
 
Director
Luis Alejandro Soberón Kuri
   
     
 
 
Director
Antonio Cosío Pando
   
     
*
 
Director
Ernesto Vega Velasco
   
     
*
 
Director
Carlos Bremer Gutiérrez
   
 
 
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*
 
Director
Pablo Roberto González Guajardo
   
     
 
 
Director
David Ibarra Muñoz
   
     
*
 
Director
Oscar Von Hauske Solís
   
     
*
 
Director
Arturo Elías Ayub
   
     
 
 
Director
Louis C. Camilleri
   
     
 
 
Director
Juan Antonio Peréz Simón
   
     
*
 
Director
Rafael Moisés Kalach Mizrahi
   
 
  *By:
/s/ Carlos José García Moreno Elizondo
   
   
Carlos José García Moreno Elizondo
   
    Attorney-in-Fact    
 
 
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Signature of Authorized Representative of América Móvil, S.A.B. de C.V.
 
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of América Móvil, S.A.B. de C.V., has signed this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 in the City of Newark, State of Delaware, on September 7, 2016.
 
Signature
 
Title
 
   
/s/ Donald J. Puglisi  
Authorized Representative in the United States
Donald J. Puglisi
   
 
 
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Index to Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
     
(a)
Form of Amended and Restated Deposit Agreement
 
 
 
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