As filed with the Securities and Exchange Commission on November 10, 2016
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
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)
225 Liberty 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
ADR Division
225 Liberty Street, 21st Floor
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
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
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(1) | Amount of registration fee |
| American Depositary Shares, each American Depositary Share representing ordinaryshares of Credit Suisse Group. | 100,000,000 American Depositary Shares | $5.00 | $5,000,000 | $579.50 |
| 1 | For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares. |
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
The prospectus consists of the proposed Form of American Depositary 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 | |||
2. Title of American Depositary Receipts and identity of deposited securities
| Face of Receipt, top center | |||
Terms of Deposit:
| ||||
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner | |||
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 | |||
| (iii) The collection and distribution of dividends | Articles number 4, 12, 14, 15, 18 and 21 | |||
| (iv) The 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 Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 | |||
| (ix) Restrictions upon the right to deposit 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
| Articles 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 Deposit Agreement dated as of ____________, 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. - Not Applicable. |
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 ADSs, 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 an ADS 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 November 10, 2016.
Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary shares of Credit Suisse Group.
By: The Bank of New York Mellon,
As Depositary
By:/s/ Joanne DiGiovanni Hawke
Name: Joanne DiGiovanni Hawke
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Credit Suisse Group AGhas duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Zurich, Switzerland, on November 10, 2016.
CREDIT SUISSE GROUP AG
| By: | /s/ Tidjane Thiam |
| Name: | Tidjane Thiam |
| Title: | Chief Executive Officer |
| By: | /s/ David Mathers |
| Name: | David Mathers |
| Title: | Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints David Mathers, Romeo Cerutti, Adam Gishen and Lawrence Young 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 November 10, 2016.
/s/ Tidjane Thiam | Chief Executive Officer, Credit Suisse Group AG | |
| Tidjane Thiam | (principal executive officer) | |
/s/ David Mathers | Chief Financial Officer, Credit Suisse Group AG | |
| David Mathers | (principal financial officer) | |
/s/ Urs Rohner | Chairman of the Board of Directors, Credit Suisse | |
| Urs Rohner | Group AG | |
/s/ Noreen Doyle | Vice Chair of the Board of Directors, Credit Suisse | |
| Noreen Doyle | Group AG | |
/s/ Richard E. Thornburgh | Vice Chair of the Board of Directors, Credit Suisse | |
| Richard E. Thornburgh | Group AG | |
| ||
| Jassim Bin Hamad J. J. Al Thani | Director, Credit Suisse Group AG | |
/s/ Iris Bohnet | ||
| Iris Bohnet | Director, Credit Suisse Group AG | |
/s/ Alexander Gut | ||
| Alexander Gut | Director, Credit Suisse Group AG | |
/s/ Andreas N. Koopmann | ||
| Andreas N. Koopmann | Director, Credit Suisse Group AG | |
/s/ Jean Lanier | ||
| Jean Lanier | Director, Credit Suisse Group AG | |
/s/ Seraina Maag | ||
| Seraina Maag | Director, Credit Suisse Group AG | |
/s/ Kai S. Nargolwala | ||
| Kai S. Nargolwala | Director, Credit Suisse Group AG | |
/s/ Joaquin J. Ribeiro | ||
| Joaquin J. Ribeiro | Director, Credit Suisse Group AG | |
| ||
| Severin Schwan | Director, Credit Suisse Group AG | |
/s/ John Tiner | ||
| John Tiner | Director, Credit Suisse Group AG |
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 November 10, 2016.
| CREDIT SUISSE (USA), INC. | |||
| By: | /s/ Lawrence M. Young | Authorized Representative in the United States | |
| Name: | Lawrence M. Young | ||
| Title: | General Counsel | ||
INDEX TO EXHIBITS
Exhibit
NumberExhibit
| 1 | Form of Deposit Agreement dated as of __________, 2016, among Credit Suisse Group AG, The Bank of New York Mellon as Depositary, and all Owners and Holdersfrom time to time of American Depositary Shares issued thereunder. |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. |
