Cementos Pacasmayo S.A.A
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As filed with the Securities and Exchange Commission on February 3, 2012 Registration No. 333-178922 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT No. 7 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CEMENTOS PACASMAYO S.A.A. (Exact name of Registrant as specified in its charter) PACASMAYO CEMENT CORPORATION (Translation of Registrant’s name into English) Republic of Peru 3241 98-0632353 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) Cementos Pacasmayo S.A.A. Calle La Colonia 150, Urbanizacion´ El Vivero Surco, Lima Peru (+51-1-317-6000) (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) CT Corporation System 111 Eighth Avenue New York, New York 10011 (1-800-223-7567) (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Jaime Mercado, Esq. Javier Durand, Esq. Nicolas Grabar, Esq. Simpson Thacher & Bartlett LLP General Counsel Cleary Gottlieb Steen & 425 Lexington Avenue Cementos Pacasmayo S.A.A. Hamilton LLP New York, New York 10017 Calle La Colonia 150 1 Liberty Plaza (212) 455-3066 Urb. El Vivero New York, New York 10016 Lima, Peru (212) 225-2414 (+51-1-317-6000) Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the following box. Ⅺ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Ⅺ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Ⅺ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Ⅺ If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. Ⅺ 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, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Subject to Completion, dated February 3, 2012 ies . Prospectus 20,000,000 American depositary shares 17JAN201221000446 Representing 100,000,000 common shares This is the initial public offering of American depositary shares, or ADSs, of Cementos Pacasmayo S.A.A. We are selling 20,000,000 ADSs. Each ADS represents five common shares. We expect the initial public offering price will be between US$11.50 and US$13.00 per ADS. We have applied for listing of our ADSs on the New York Stock Exchange under the symbol ‘‘CPAC’’. Our common shares and our non-voting investment shares are listed on the Lima Stock Exchange (Bolsa de Valores de Lima) under the symbols ‘‘CPACASC1’’ and ‘‘CPACASCI1’’, respectively. On January 30, 2012, the last reported sales price of our common shares on the Lima Stock Exchange was S/.6.85 per common share (equivalent to US$12.73 per ADS based on the exchange rate on such date). Per ADS Total Public offering price US$ US$ Underwriting discounts and commissions US$ US$ Proceeds to us, before expenses US$ US$ We have granted the underwriters an option for a period of 30 days to purchase from us up to 3,000,000 additional ADSs, representing 15,000,000 common shares, to cover over-allotments, if any. Investing in the ADSs involves a high degree of risk. See ‘‘Risk factors’’ beginning on page 18. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Neither the ADSs nor the offering has been or will be registered in the Republic of Peru and therefore are not and will not be subject to Peruvian laws applicable to public offerings in Peru. The information contained in this prospectus has not been approved or disapproved by the Peruvian Securities Commission (Superintendencia del Mercado de Valores). The ADSs may not be offered or sold in Peru except in compliance with the securities laws of Peru. Sole Bookrunner J.P. Morgan Joint Lead Manager Santander and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted the offer to buy these securities in any state or jurisdiction where and it is not soliciting an offer The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration is not complete and may be changed. We The information in this prospectus to sell these securit is not an offer This prospectus statement filed with the Securities and Exchange Commission is effective. , 2012 We are responsible for the information contained in this prospectus. We have not authorized anyone to give you any other information and we take no responsibility for any other information that others may give you. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of ADSs. Table of contents Page Summary............................................................ 1 Risk factors ........................................................... 18 Exchange rates ........................................................ 36 Use of proceeds ....................................................... 37 Capitalization ......................................................... 38 Dilution ............................................................. 39 Selected financial and operating data ....................................... 40 Management’s discussion and analysis of financial condition and results of operations . 44 Industry and regulatory matters ........................................... 68 Business ............................................................. 86 Management ......................................................... 114 Principal shareholders ................................................... 124 Related party transactions ................................................ 126 Description of our share capital ........................................... 127 Dividends ............................................................ 132 Market information .................................................... 133 Description of American depositary shares .................................... 138 Taxation ............................................................. 150 Underwriting ......................................................... 157 Expenses of the global offering ............................................ 164 Legal matters ......................................................... 165 Experts .............................................................. 165 Where you can find more information ...................................... 166 Enforcement of judgments against foreign persons ............................. 167 Index to consolidated financial statements ................................... F-1 Through and including , 2012 (the 25th day after the date of this prospectus), federal securities law requires all dealers that effect transactions in our ADSs, whether or not participating in this offering, to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscription. i This prospectus has been prepared on the basis that all offers of ADSs in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’) will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus for offers of the ADSs. Accordingly, any person making or intending to make any offer of ADSs within the European Economic Area that are the subject of the offering contemplated in this prospectus should only do so in circumstances in which no obligation arises for us or the underwriters to produce a prospectus for such offer. Neither we nor the underwriters have authorized, or hereby authorize, the making of any offer of ADSs in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer. ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State