Filed Pursuant to Rule b 3 Registration No. Exchange Offers. Pemex-Exploration and Production. Pemex-Gas and Basic Petrochemicals.
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Filed Pursuant to Rule b 3 Registration No. Exchange Offers. Pemex-Exploration and Production. Pemex-Gas and Basic Petrochemicals. Terms of the Exchange Offers. We are offering to exchange securities that we sold in private offerings for an equal principal amount of new registered securities. You may withdraw a tender of old securities at any time prior to the expiration of the exchange offers. All old securities that are validly tendered and not validly withdrawn will be exchanged.
We believe that the exchange of securities will not be a taxable exchange for either U. We will not receive any proceeds from the exchange offers. The terms of the new securities to be issued are identical to the old securities, except for the transfer restrictions and registration rights relating to the old securities. Three of our subsidiary entities will, jointly and severally, guarantee the new securities.
The guarantees will be unconditional and irrevocable. We are not making an offer to exchange securities in any jurisdiction where the offer is not permitted. Investing in the securities issued in the exchange offers involves certain risks. Neither the U. Securities and Exchange Commission the SEC nor any state securities commission in the United States of America the United States has approved or disapproved the securities to be distributed in the exchange offers, nor have they determined that this prospectus is truthful and complete.
Any representation to the contrary is a criminal offense. Available Information. Electronic Delivery of Documents. Currency of Presentation. Presentation of Financial Information. Prospectus Summary. Selected Financial Data. Risk Factors. Forward-Looking Statements. Use of Proceeds. Ratio of Earnings to Fixed Charges. The Exchange Offers. Description of the New Securities. Book Entry; Delivery and Form. Plan of Distribution. Validity of Securities. Public Official Documents and Statements.
Responsible Persons. General Information. We will apply, through our listing agent, to have the new securities admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange. Such notice is a requirement under the Ley de Mercado de Valores the Securities Market Law in connection with an offering of securities outside of Mexico by a Mexican issuer.
Such notice is solely for information purposes and does not imply any certification as to the investment quality of the new securities, the solvency of the issuer or the guarantors or the accuracy or completeness of the information contained in this prospectus. The new securities have not been and will not be registered in the Registro Nacional de Valores National Securities Registry , maintained by the CNBV, and may not be offered or sold publicly in Mexico.
Furthermore, the new securities may not be offered or sold in Mexico, except through a private placement made to institutional or qualified investors conducted in accordance with article 8 of the Securities Market Law. You should rely only on the information provided in this prospectus.
We have authorized no one to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the document. This prospectus does not contain all of the information included in the registration statement. Any statement made in this prospectus concerning the contents of any contract, agreement or other document is not necessarily complete. If we have filed any of those contracts, agreements or other documents as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved.
Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.
We will also furnish other reports as we may determine appropriate or as the law requires. The information incorporated by reference is considered to be part of this prospectus, and later information filed with the SEC will update and supersede this information.
To ensure timely delivery, investors must request this information no later than five business days before the date they must make their investment decision. You may obtain paper copies of the prospectus by contacting the exchange agent or the Luxembourg listing agent at their respective addresses specified on the inside back cover of this prospectus. By participating in the exchange offers, you will unless you have requested paper delivery of documents be consenting to electronic delivery of these documents.
This prospectus contains translations of certain peso amounts into U. You should not construe these translations as representations that the peso amounts actually represent the actual U. Unless we indicate otherwise, the U. We refer to these financial statements as the financial statements. In addition, during , accounting changes were made, as disclosed in Note 3 ab to the financial statements.
The principal differences between our net income and equity under U. The following summary highlights selected information from this prospectus and may not contain all of the information that is important to you. This prospectus includes specific terms of the new securities we are offering, as well as information regarding our business and detailed financial data.
We encourage you to read this prospectus in its entirety. The Issuer. In addition, a number of subsidiary companies are incorporated into the consolidated financial statements. We refer to the U. We are offering new, registered securities in exchange for the old securities, the old securities and the old securities, which are unregistered and which we issued and sold in private placements to certain initial purchasers.
These initial purchasers sold the old securities, the old securities and the old securities in offshore transactions and to qualified institutional buyers in transactions exempt from the registration requirements of the Securities Act of , as amended which we refer to as the Securities Act.
The exchange offer for the old securities does not relate to the U. Registration Rights Agreements. Each time we issued a series of old securities, we also entered into an exchange and registration rights agreement with the initial purchasers of those old securities in which we agreed to do our best to complete exchange offers of those old securities on or prior to a particular date. Table of Contents The Exchange Offers.
Under the terms of the exchange offers, holders of each series of old securities are entitled to exchange old securities for an equal principal amount of new securities with substantially identical terms. The old securities may be tendered only in a principal amount of U. The series of new securities that we will issue in exchange for old securities will correspond to the series of old securities tendered as follows:. Corresponding Old. Securities Series. As of the date of this prospectus, the following amounts of each series are outstanding:.
Resale of New Securities. Based on an interpretation by the SEC staff set forth in no-action letters issued to third parties, we believe that you may offer the new securities issued in the exchange offers for resale, resell them or otherwise transfer them without compliance with the registration and prospectus delivery provisions of the Securities Act, as long as:.
If any statement above is not true and you transfer any new security without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from the registration requirements of the Securities Act, you may incur liability under the Securities Act.
We do not assume responsibility for or indemnify you against this liability. If you are a broker-dealer and receive new securities for your own account in exchange for old securities that you acquired as a result of market making or other trading activities, you must acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the new securities.
We will make this prospectus available to broker-dealers for use in resales for days after the expiration date of the exchange offers. If you do not exchange your old securities for new securities, you will continue to hold your old securities. You will no longer be able to require that we register the old securities under the Securities Act.
In addition, you will not be able to offer or sell the old securities unless:. Expiration Date. The exchange offers will expire at p. Interest on the New Securities. The new securities will accrue interest at 4. The new securities will accrue interest at 6. The new securities will accrue interest at 5. Conditions to the Exchange Offers.
We may terminate the exchange offers and refuse to accept any old securities for exchange if:. We have not made the exchange offers contingent on holders tendering any minimum principal amount of old securities for exchange.
Certain Deemed Representations, Warranties and Undertakings. If you participate in the exchange offers, you will be deemed to have made certain acknowledgments, representations, warranties and undertakings. Procedure for Tendering Old Securities. If you are not a direct participant in DTC, you must, in accordance with the rules of the DTC participant who holds your securities, arrange for a direct participant in DTC to submit your acceptance to DTC electronically.
Ley de drogas (Chile)
Registration No. Washington, D. FORM F Exact name of Issuer as specified in its charter. State or other jurisdiction of incorporation or organization. Primary Standard. Industrial Classification.
Robert B. Henderson, Lina H. Lim, Philippe A. Tessier, Felicity N. J Exp Med 16 July ; 2 : —
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