UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

     
   
(Check One)      

☐ Form 10-K     ☒   Form 20-F     ☐  Form 11-K     ☐  Form 10-Q    

☐  Form 10-D     ☐  Form N-SAR     ☐  Form N-CSR

   
    For Period Ended:         December 31, 2015        
   
    ☐  Transition Report on Form 10-K
    ☐  Transition Report on Form 20-F
    ☐  Transition Report on Form 11-K
    ☐  Transition Report on Form 10-Q
    ☐  Transition Report on Form N-SAR
   
    For the Transition Period Ended:                                                                  

 

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:             

PART I — REGISTRANT INFORMATION

 

 
 
GRUPO SIMEC, S.A.B. de C.V.
Full Name of Registrant
 
 
Former Name if Applicable
 
Calzada Lázaro Cárdenas 601
Address of Principal Executive Office (Street and Number)
 

Colonia La Nogalera, Guadalajara,

Jalisco, México 44440

City, State and Zip Code

 

   
   

 

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

         
☐      (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As previously announced in a press release issued by Grupo Simec S.A.B. de C.V. (the “Company”) on April 29, 2016, attached as Exhibit 99.1 to a Form 6-K filed with the Securities and Exchange Commission on the same date, the Company has determined that it is unable to file its Annual Report on Form 20-F for the year ended December 31, 2015 (the “Form 20-F”) by the prescribed due date.

The Company is unable to file its Form 20-F within the prescribed time period without unreasonable effort or expense due to the fact that the Company has not finalized its financial statements for the fiscal year ended December 31, 2015, nor have the Company’s external auditors had the opportunity to complete their audit of the financial statements to be included in the Form 20-F, in particular, because the preparation of the external auditor’s report for one of our subsidiaries in the United States has required a more detailed analysis and additional deliveries of information to external auditors.

The Company intends to file its Form 20-F with the Securities and Exchange Commission as promptly as practicable; however, at this time the Company anticipates that it will not be able be able to do so within the extension period of fifteen calendar days provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

Forward-Looking Statements

This notification includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “expects” and “intends” and similar terms and phrases are used in this notification to identify forward-looking statements, including statements regarding the estimated timing for the filing of the Company’s Form 20-F. Risks, uncertainties and assumptions that could affect the Company’s forward-looking statements include, among other things, the time needed for the Company to finalize and file its Form 20-F. Unless required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

(Attach Extra Sheets if Needed)

 

   
   

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

       
  Mario Moreno Cortez (52-33) 3770-6734
  (Name)

 (County and Area Code)

  

 (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    ☒ Yes    ☐  No

 

   
   

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☒  Yes    ☐  No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As described in Part III of this Form, because the Company has not finalized its financial statements for the fiscal year ended December 31, 2015, nor have the Company’s external auditors had the opportunity to complete their audit of the financial statements to be included in the Form 20-F, the Company is unable to provide a reasonable estimate of its results of operations for the year ended December 31, 2015 and cannot at this time accurately estimate what significant changes will be reflected in its results of operations for the year ended December 31, 2015 compared to its results of operations for December 31, 2014.

 

 
GRUPO SIMEC, S.A.B. de C.V.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

             
Date    May 2, 2016   By    /s/    Mario Moreno Cortez
           

Name: Mario Moreno Cortez

Title:   Coordinator of Finance

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

         
    ATTENTION     
       

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).