F-6EF 1 creditsuissef6ef.htm F-6EF
As filed with the Securities and Exchange Commission on October 20, 2022 Registration No. 333-_____
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

 

CREDIT SUISSE GROUP AG

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A

(Translation of issuer's name into English)

 

Switzerland

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

 

240 Greenwich Street, New York, New York 10286

(212) 495-1784

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

_______________________________

The Bank of New York Mellon

Legal Department

240 Greenwich Street

New York, New York 10286

(212) 495-1784

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

 

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

 

It is proposed that this filing become effective under Rule 466

[x] immediately upon filing

[ ] on ( Date ) at ( Time ).

If a separate registration statement has been filed to register the deposited shares, check the following box. [X]

 

CALCULATION OF REGISTRATION FEE

Title of each class of

Securities to be registered

 Amount to be registered Proposed maximum aggregate price per unit (1) Proposed maximum  aggregate offering price Amount of registration fee(2)

 

American Depositary Shares representing ordinary shares of Credit Suisse Group AG

 

500,000,000

American Depositary Shares

 

$5.00

 

$25,000,000

 

$2,755.00

(1)For the purpose of this table only, the term "unit" is defined as 100 American Depositary Shares or portion thereof.
(2)Pursuant to Rule 457(k) under the Securities Act of 1933, the registration fee is based on the maximum aggregate amount of fees or charges to be imposed in connection with the issuance of the American Depositary Shares being registered.

 

 

 

 

 

 

 

 

 

 

 

 

 

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

 

 

Item - 1. Description of Securities to be Registered

 

 

 

Cross Reference Sheet

Item Number and Caption

 

Location in Form of Receipt
Filed Herewith as Prospectus

 

  1. Name and address of depositary

 

 Introductory Article
  1. Title of the depositary shares and identity of deposited securities

 

 Face of Receipt, top center

Terms of Deposit:

 

  
(i)   The amount of deposited securities represented by one unit of depositary shares Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities Articles number 15, 16 and 18
(iii)   The procedure for collection and distribution of dividends Articles number  4, 12, 14, 15, 18 and 21
(iv)  The procedure for transmission of notices, reports and proxy soliciting material Articles number 11, 15, 16 and 18
(v)   The sale or exercise of rights Articles number 13, 14, 15 and 18
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization Articles number 12, 14, 15, 17 and 18
(vii)  Amendment, extension or termination of the deposit agreement Articles number 20 and 21
(viii)  Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares Article number 11
(ix)  Restrictions upon the right to transfer or withdraw the underlying securities Articles number   2, 3, 4, 5, 6, 7, 8, 21 and 22
(x)   Limitation upon the liability of the depositary Articles number 13, 18, 21 and 22

 

3.  Fees and Charges Article number 7 and 8

 

Item - 2. Available Information

Public reports furnished by issuer Article number 11
 
 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

 

 

Item - 3. Exhibits

 

a. Form of Amended and Restated Deposit Agreement dated as of November 22, 2016 among Credit Suisse Group AG, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1.
b. Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – Not applicable.  
c. Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. –  Not applicable.
d. Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.  
e. Certification under Rule 466. – Filed herewith as Exhibit 5.

 

Item - 4. Undertakings

(a)     The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the depositary shares, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)    If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of depositary shares thirty days before any change in the fee schedule.

 

 
 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met 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, State of New York, on October 20, 2022.

 

Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Credit Suisse Group AG.

 

By: The Bank of New York Mellon
    As Depositary
   
   
  By:

/s/ Juliana Dager

  Name: Juliana Dager
  Title: Director

 

 

 

 

 
 

Pursuant to the requirements of the Securities Act of 1933, Credit Suisse Group AG has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Zurich, Switzerland, on October 20, 2022.

 

Credit Suisse Group AG
 
 
By: /s/ Ulrich Körner
Name: Ulrich Körner
Title: Chief Executive Officer
   
By: /s/ Dixit Joshi
Name: Dixit Joshi
Title: Chief Financial Officer
   
   

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Dixit Joshi, Markus Diethelm, Crystal Lalime and Kinner Lakhani, jointly and severally, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form F-6, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the following capacities on October 20, 2022.

 

Name Title
   
/s/ Ulrich Körner Chief Executive Officer, Credit Suisse Group AG
Ulrich Körner  
   
   
/s/ Dixit Joshi Chief Financial Officer (Principal Accounting
Dixit Joshi Officer), Credit Suisse Group AG
   
   
/s/ Axel P. Lehmann Chairman of the Board of Directors, Credit Suisse
Axel P. Lehmann Group AG
   
   
/s/ Christian Gellerstad Vice Chair of the Board of Directors, Credit Suisse
Christian Gellerstad Group AG
   
   
     /s/ Mirko Bianchi Director, Credit Suisse Group AG
Mirko Bianchi  
   
   
/s/ Iris Bohnet Director, Credit Suisse Group AG
Iris Bohnet  
   
   
/s/ Clare Brady Director, Credit Suisse Group AG
Clare Brady  
   
   
             Director, Credit Suisse Group AG
Keyu Jin  
   
   
    Director, Credit Suisse Group AG
Michael Klein  
   
   
    Director, Credit Suisse Group AG
Shan Li  
   
   
   Director, Credit Suisse Group AG
Seraina Macia  
   
   
    Director, Credit Suisse Group AG
Blythe Masters  
   
   
/s/ Richard Meddings Director, Credit Suisse Group AG
Richard Meddings  
   
   
/s/ Amanda Norton Director, Credit Suisse Group AG
Amanda Norton  
   
   
                            /s/ Ana Paula Pessoa Director, Credit Suisse Group AG

Ana Paula Pessoa

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the following capacity on October 20, 2022.

   

 

CREDIT SUISSE (USA), INC.

 

Authorized Representative in the United States

   
   
By:

/s/ Crystal Lalime

  
Name Crystal Lalime  
Title: General Counsel  
     

 

 

 
 

INDEX TO EXHIBITS

 

 

Exhibit

Number

Exhibit
   
1 Form of Amended and Restated Deposit Agreement dated as of November 22, 2016 among  Credit Suisse Group AG, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
   
   
   
4 Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered.
   
5 Certification under Rule 466