As filed with the Securities and Exchange Commission on March 1, 2019
Registration No. 333-216253
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLANTICA YIELD PLC
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
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England and Wales
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Not applicable
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Great West House, GW1, 17th Floor
Great West Road
Brentford, United Kingdom TW8 9DF
Tel.: +44 203 499 0465
(Address and telephone number of Registrant’s principal executive offices)
ASHUSA Inc.
1553 W Todd Drive, Suite 204
Tempe, AZ 85283
Tel.: (602) 365-0594
Attn.: Emiliano Garcia Sanz
(Name, address and telephone number of agent for service)
Copies to:
Alejandro Gonzalez Lazzeri
Lorenzo Corte
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Tel: (212) 735-3000
Fax: (212) 735-2000/1
Approximate date of commencement of proposed sale to the public: Not
applicable. Removal from registration of securities that were not sold pursuant to this registration statement
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please 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, please 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(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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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,
check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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Emerging growth company ☐
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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 .☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 filed by Atlantica Yield plc (the “Registrant”) removes from registration all of the unsold securities
registered under the Registration Statement on Form F-3 (Registration No. 333-216253) filed by the Registrant with the U.S. Securities and Exchange Commission on February 27, 2017 (the “Registration Statement”), pertaining to the offer and resale,
from time to time pursuant to Rule 415 under the Securities Act of 1933, as amended, of up to 41,530,843 of the Registrant’s ordinary shares formerly held by Abengoa Concessions Investments Ltd. These shares were those held beneficially by Abengoa.
The shares are being removed from registration as Abengoa is no longer a beneficial shareholder.
The Company is terminating all offerings of its securities pursuant to the Registration Statement. The Company, by filing this Post-Effective
Amendment, hereby removes from registration any and all securities registered but unsold under the Registration Statement. This filing is made in accordance with an undertaking in the Registration Statement to remove from registration, by means of a
post-effective amendment, any securities that were registered for issuance but remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Atlantica Yield plc certifies that it has reasonable grounds to
believe that it has met all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Brentford, United Kingdom on March 1, 2019.
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Atlantica Yield plc
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By:
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/s/ Santiago Seage
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Name:
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Santiago Seage
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Title:
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Chief Executive Officer
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*
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Independent Director and Chairman of the Board of Directors
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March 1, 2019
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Daniel Villalba
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/s/ Santiago Seage
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Chief Executive Officer and Director
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March 1, 2019
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Santiago Seage
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(Principal executive officer)
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/s/ Francisco Martinez-Davis
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Chief Financial Officer
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March 1, 2019
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| Francisco Martinez-Davis |
(Principal financial officer and Principal
accounting officer)
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*
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Director
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March 1, 2019
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Ian Robertson
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*
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Director
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March 1, 2019
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Christopher Jarratt
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*
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Independent Director
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March 1, 2019
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Jackson Robinson
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*
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Independent Director
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March 1, 2019
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Robert Dove
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*
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Independent Director
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March 1, 2019
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Andrea Brentan
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*
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Independent Director
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March 1, 2019
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Francisco J. Martinez
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* Pursuant to Power of Attorney
Pursuant to the Power of Attorney included in the Registrant’s Form F-3 filed with the U.S. Securities Exchange Commission on February 27, 2017, Santiago Seage
as attorney-in-fact does hereby sign this Post-Effective Amendment No. 1 to the Registration Statement on Form F-3 on behalf of each signatory.
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/s/ Santiago Seage
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Attorney-in-Fact
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March 1, 2019
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Santiago Seage
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Pursuant to the requirements of Section 6(a) of the U.S. Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement
on Form F-3 has been signed below by the undersigned, solely in its capacity as the Registrant’s duly authorized representative in the United States, on this 1st day of March, 2019.
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/s/ Emiliano García Sanz
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Authorized Representative in the United States
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March 1, 2019
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Emiliano García Sanz
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