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Section 1: F-1MEF (F-1MEF)

F-1MEF

As filed with the Securities and Exchange Commission on January 23, 2018

No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PagSeguro Digital Ltd.

(Exact name of Registrant as specified in its charter)

 

 

 

The Cayman Islands

(State or other jurisdiction of incorporation or organization)

 

7374

(Primary Standard Industrial Classification Code Number)

 

Not applicable

(I.R.S. Employer Identification No.)

Av. Brigadeiro Faria Lima, 1384, 4º andar, parte A

São Paulo, SP, 01451-001, Brazil

+55 11 3038 8127

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

 

 

Cogency Global Inc.

10 East 40th Street, 10th Floor

New York, NY 10016

(212) 947-7200

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

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Robert M. Ellison, Esq.

Jonathan E. Kellner, Esq.

Shearman & Sterling LLP

Av. Brigadeiro Faria Lima, 3400, 17th Floor

São Paulo, SP, 04538-132, Brazil

 

Manuel Garciadiaz, Esq.

Davis Polk & Wardwell LLP

Av. Presidente Juscelino Kubitschek 2041,

Torre E, 17th Floor

São Paulo, SP, 04543-011, Brazil

 

 

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 of 1933, check the following box:    

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.      (File No. 333-222292)

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.    

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.    

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company.    

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.    

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered

   Proposed Maximum
Aggregate Offering Price
(1)(2)
   Amount of registration fee

Class A common shares

   US$434,276,313.20    US$54,067.40

 

 

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. The Registrant previously registered securities at an aggregate offering price not to exceed US$2,171,381,566.00 on a Registration Statement on Form F-1 (File No. 333-222292), which was declared effective on January 19, 2018. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form F-1 (File No. 333-222292) is hereby registered.
(2) Includes Class A common shares issuable upon exercise of the underwriters’ option to purchase additional Class A common shares and does not include the securities that the Registrant previously registered on the Registration Statement on Form F-1 (File No. 333-222292).

 

 

This registration statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.


EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-222292) initially filed by PagSeguro Digital Ltd. with the Securities and Exchange Commission (the “Commission”) on December 26, 2017, which was declared effective by the Commission on January 19, 2018, including all amendments and exhibits thereto, are incorporated herein by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this registration statement and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York on this 23rd day of January, 2018.

 

PagSeguro Digital Ltd.
By:   /s/  Eduardo Alcaro
Name:  

Eduardo Alcaro

Title:  

Chief Financial and Investor Relations Officer, Chief Accounting Officer and Director


Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Luis Frias

   Principal Executive Officer and Director   January 23, 2018
    

/s/ Eduardo Alcaro

Eduardo Alcaro

   Chief Financial and Investor Relations Officer, Chief Accounting Officer and Director  

 

January 23, 2018

    

*

  

Executive Officer and Director

 

January 23, 2018

Ricardo Dutra da Silva

    

*

   Director  

January 23, 2018

Maria Judith de Brito

    

*

Colleen De Vries

Senior Vice President of Cogency Global Inc.

  

Authorized U.S.

Representative

 

 

January 23, 2018

 

*By:    /s/ Eduardo Alcaro     January 23, 2018
   Eduardo Alcaro    
   Attorney-in-fact    
   Pursuant to Power of Attorney    


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit

5.1

  

Opinion of Conyers Dill & Pearman, Cayman Islands legal counsel to the Registrant

 

23.1

  

Consent of PricewaterhouseCoopers Auditores Independentes

 

23.2

  

Consent of Conyers Dill & Pearman, Cayman Islands legal counsel to the Registrant (included in Exhibit 5.1)

 

23.3

  

Consent of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

 

24.1

  

Powers of Attorney (included on signature page to the Registration Statement) (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form F-1 of PagSeguro Digital Ltd. (File No. 333-222292) initially filed with the Securities and Exchange Commission on December 26, 2018)

 

99.1

  

Consent of Datafolha (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form F-1 of PagSeguro Digital Ltd. (File No. 333-222292) initially filed with the Securities and Exchange Commission on December 26, 2018)

 

99.3

   Consent of Noemia Gushiken

 

EX-1

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Section 2: EX-5.1 (EX-5.1)

EX-5.1

Exhibit 5.1

 

LOGO

23 January 2018

Matter No. 709918

Doc Ref:13564326

PagSeguro Digital Ltd.

Av. Brigadeiro Faria Lima, 1384

4º andar, parte A

São Paulo, SP, 01451-001

Brazil

Dear Sirs,

Re: PagSeguro Digital Ltd. (the “Company”)

We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on 26 December 2017 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the related registration statement filed pursuant to Rule 462(b) of the Securities Act, of an aggregate of up to 121,193,388 of the Company’s Class A common shares (the “Shares”), of which up to 50,925,642 (the “New Shares”) are being offered by the Company and up to 70,267,746 (the “Issued Shares”) are being offered by Universo Online S.A. (the “Selling Shareholder”).

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed (i) the memorandum of association and the articles of association of the Company adopted on 19 July 2017 and which were in effect immediately prior to the effectiveness of the Amended M&A (as defined below); (ii) the amended and restated memorandum and articles of association of the Company adopted by shareholder resolution dated 4 January 2018 (the “Amended M&A”); (iii) written resolutions of the Company’s directors dated 18 December 2017, 4 January 2018 and 8 January 2018 and written resolutions of its sole shareholder dated 18 December 2017, 4 January 2018 and 8 January 2018 (together, the “Resolutions”); (iv) a draft of an underwriting agreement in the form filed as Exhibit 1.1 to the Registration Statement to be made by and among the Company, the underwriters referred to therein and the Selling Shareholder (the “Underwriting Agreement”); (v) a copy of the register of members of the Company certified by the secretary of the Company on 19 January 2018; (vi) a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 19 January 2018 (the “Certificate Date”); and (vii) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 


We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) that where a document has been examined by us in draft form (including the Underwriting Agreement), it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, other than those dealing with matters of Cayman Islands law; (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, in compliance with the Company’s memorandum and articles of association in effect at the time and remain in full force and effect and have not been rescinded or amended; (e) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein; and (f) that upon issue of any shares to be sold by the Company the Company will receive consideration for the full issue price thereof which shall be at least equal to the par value thereof.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Shares by the Company and the Issued Shares by the Selling Shareholder and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

 

  1. The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date (meaning solely that it has not failed to make any filing with any Cayman Islands government authority or to pay any Cayman Islands government fee which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the Cayman Islands).


  2. The Shares have been duly authorized and, when the New Shares have been issued and delivered by the Company, recorded in the register of members of the Company and paid for as described in the Registration Statement and the Underwriting Agreement, the New Shares will be legally issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

  3. When transferred by the Selling Shareholder, the transfer thereof recorded in the register of members of the Company and paid for as described in the Registration Statement and the Underwriting Agreement the Issued Shares (which shares are presently Class B common shares and, prior to the Closing Date (as defined in the Underwriting Agreement) are to be converted into Class A common shares by the Selling Shareholder in accordance with the Amended M&A) will remain legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Validity of Securities” and “Enforceability of Civil Liabilities” and elsewhere in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman

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Section 3: EX-23.1 (EX-23.1)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of Pagseguro Digital Ltd. filed pursuant to Rule 462(b) of the Securities Act of 1933 of our report dated December 22, 2017 relating to the financial statements of Pagseguro Internet S.A., which appears in the Amendment No. 1 to the Registration Statement on Form F-1 (No. 333-222292) of PagSeguro Digital Ltd. We also consent to the reference to us under the heading “Experts” in the Amendment No. 1 to the Registration Statement on Form F-1 (No. 333-222292).

/s/ PricewaterhouseCoopers

Auditores Independentes

São Paulo, Brazil

January 23, 2018

 

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Section 4: EX-23.3 (EX-23.3)

EX-23.3

Exhibit 23.3

Consent of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

January 23, 2018

Ladies and Gentlemen:

We hereby consent to the incorporation by reference in the Registration Statement on Form F-1 of PagSeguro Digital Ltd. (the “Company”) filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the headings “Validity of Securities” and “Enforceability of Civil Liabilities” and elsewhere in the prospectus included in the Registration Statement on Form F-1 (333-222292) of the Company.

Very truly yours,

 

/S/    VANESSA FIUSA        

Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

 

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Section 5: EX-99.3 (EX-99.3)

EX-99.3

Exhibit 99.3

CONSENT OF DIRECTOR NOMINEE

In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to the incorporation by reference in the Registration Statement on Form F-1 of PagSeguro Digital Ltd. (the “Company”) filed pursuant to Rule 462(b) of the Securities Act of 1933 (the “Rule 462(b) Registration Statement”) of the reference to her being named as an identified independent director who will join the board of directors of the Company in the Company’s registration statement on Form F-1 (333-222292). The undersigned also consents to the filing of this consent as an exhibit to the Rule 462(b) Registration Statement.

Dated: January 23, 2018

 

/S/    NOEMIA GUSHIKEN        
Noemia Gushiken

 

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