Unassociated Document
 
As filed with  the Securities and Exchange Commission on January 30, 2015
  
Registration No. 333  -  174743
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
CEMEX, S.A.B. de C.V.
(Exact name of issuer of deposited securities as specified in its charter)
CEMEX Corp.
(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)
Corporate Creations Network, Inc.
1040 Avenue of the Americas, #2400
New York, New York 10018
(845) 510-9655
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Gregory A. Fernicola, Esq.
Skadden Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York  10036
  
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
 
The Registrant hereby amends this Post-Effective Amendment No.1 to 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 Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 
 
This Post-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.
  
 
ii
 
 
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 (14), (17) and (18).
           
 
(iii)
The collection and distribution of dividends
  
Reverse of Receipt - Paragraphs (14), (15) and (17).
           
 
(iv)
The transmission of notices, reports and proxy soliciting material
  
Face of Receipt  - Paragraph (13);
Reverse of Receipt - Paragraphs (16) and (17).
         
 
(v)
The sale or exercise of rights
  
Reverse of Receipt – Paragraphs (14), (15) and (16).
           
 
(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 (19).
         
 
(vii)
Amendment, extension or termination of the deposit agreement
  
Reverse of Receipt - Paragraphs (22), (23) and (24).
         
  (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 (13).
 
 
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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), and (9).
         
 
(x) 
Limitation upon the liability of the Depositary
  
Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (20) and (21).
         
 
(xi) 
Fees and charges which may be imposed directly  or indirectly on holders of ADSs
  
Face of Receipt - Paragraph (10).
         
Item 2. AVAILABLE INFORMATION  
Face of Receipt - Paragraph (13).
 
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, is required to file or submit 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 Amendment No. 2 to Deposit Agreement filed as Exhibit (a)(i) to this Post-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
 

 
PART II
 
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 1. EXHIBITS
 
 
(a)(i) 
Form of Amendment No. 2 to Deposit Agreement, by and among CEMEX, 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 (“ADSs”) outstanding under the Deposit Agreement (as defined therein).  — Filed herewith as Exhibit (a)(i).
 
 
(a)(ii) 
Amendment No. 1 to the Second Amended and Restated Deposit Agreement, dated as of July 1, 2005, by and among the Company, the “Depositary, and all Holders and Beneficial Owners from time to time of ADSs evidenced by the American Depositary Receipts (“ADRs”).  — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-161793.

 
(a)(iii) 
Second Amended and Restated Deposit Agreement, dated as of August 10, 1999, by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs evidenced by ADRs issued thereunder.  — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-11338.

 
(a)(iv) 
Amended and Restated Deposit Agreement, dated as of March 29, 1999, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADRs issued thereunder.  — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-10678.

 
(b)(i) 
Letter Agreement, dated as of March 15, 2011, by and between the Company and the Depositary to establish a restricted ADS series.  — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-174743.

 
(b)(ii) 
Letter Agreement, dated as of March 15, 2011, by and between the Company and the Depositary in respect of a convertible bond issuance.  — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-174743.

 
(b)(iii) 
Letter Agreement, dated as of March 30, 2010, by and between the Company and the Depositary to establish a restricted ADS series.  — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-174743.

 
(b)(iv) 
Letter Agreement, dated as of March 30, 2010, by and between the Company and the Depositary in respect of a convertible bond issuance.  — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-174743.
 
 
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(b)(v) 
Letter Agreement, dated as of October 12, 2007, by and between the Company and the Depositary to enable the establishment of a direct registration system for ADSs.  — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-161793.

 
(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 1.
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 Second Amended and Restated Deposit Agreement as further amended and supplemented, by and among CEMEX, 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 evidenced by American Depositary Receipts 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 Post-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 30th day of January 2015.
  
 
Legal entity created by the Second Amended and Restated Deposit Agreement, dated as of August 10, 1999, as further amended and supplemented, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing ten (10) CPOs, each CPO representing economic interests in two (2) Series A Shares and one (1) Series B Share, in each case held in the CPO Trust of CEMEX, S.A.B. de C.V.
 
  
     
 
CITIBANK, N.A., solely in its capacity as Depositary
  
       
       
 
By: 
 /s/ Thomas Crane  
   
Name: 
Thomas Crane
  
   
Title:
Vice President
  
       
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, CEMEX, 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in San Pedro Garza García, Nuevo León, México, on January 30, 2015.
 
 
CEMEX, S.A.B. de C.V.
  
       
       
 
By: 
 /s/ Ramiro G. Villarreal Morales  
   
Name: 
Ramiro G. Villarreal Morales
  
   
Title:
General Counsel  
   
 
II-5
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
*        
Fernando A. González Olivieri
  
Chief Executive Officer
(Principal Executive Officer)
  
January 30, 2015
         
/s/ José Antonio González Flores        
José Antonio González Flores
  
Executive Vice President of Finance
(Principal Financial Officer)
  
January 30, 2015
         
*        
Rafael Garza Lozano
  
Chief Accounting Officer
(Principal Accounting Officer/Controller)
  
January 30, 2015
         
*        
Rogelio Zambrano Lozano
  
Director
  
January 30, 2015
         
*        
Armando J. García Segovia
  
Director
  
January 30, 2015
         
*        
Rodolfo García Muriel
  
Director
  
January 30, 2015
         
*        
Robert Luis Zambrano Villarreal
  
Director
  
January 30, 2015
         
*        
Dionisio Garza Medina
  
Director
  
January 30, 2015
         
*        
Tomás Milmo Santos
  
Director
  
January 30, 2015
         
*        
José Manuel Rincón Gallardo Purón
  
Director
  
January 30, 2015
         
 
 
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Signature
  
Title
  
Date
         
*        
Francisco Javier Fernández Carbajal
  
Director
  
January 30, 2015
         
*        
Rafael Rangel Sostmann
  
Director
  
January 30, 2015
 
* By: 
/s/ René Delgadillo Galván       
        
 
René Delgadillo Galván
Attorney-in-Fact
        
 
Authorized Representative in the U.S.
 
Corporate Creations Network Inc.
 
/s/ Ryan Mulligan
        
Name: Ryan Mulligan
Title: Special Secretary
Date: 1/30/15
        
 
 
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Index to Exhibits
Exhibit
Document
Sequentially
Numbered Page
(a)(i)
Form of Amendment No. 2 to Amended and Restated Deposit Agreement