Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
29 December 2020 - 8:31AM
Edgar (US Regulatory)
Registration No. 333- 227314
As filed with the Securities and Exchange Commission December 28,
2020
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced
by American Depositary Receipts
VOLKSWAGEN AG
(Exact name of issuer
of deposited securities as specified in its charter)
The Federal Republic of Germany
(Jurisdiction of Incorporation or organization
of Issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified
in its charter)
60 Wall Street, New York, New York 10005
Tel. No.: (212) 250-9100
(Address, including zip code, and telephone
number of depositary's principal offices)
DEUTSCHE BANK TRUST
COMPANY AMERICAS
60 Wall Street
New York, New
York 10005
(212) 250-9100
(Address, including zip code, and telephone
number of agent for service)
Copy to:
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New York, New
York 10005
It is proposed that this filing become effective
under Rule 466
x immediately
upon filing ¨ on ___at ___ a.m. (EST)
If a separate registration statement has
been filed to register the deposited shares, check the following box. ¨
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price Per Unit (1)
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Proposed
Maximum
Aggregate
Offering
Price (2)
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Amount of
Registration
Fee
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American Depositary Shares evidenced by American Depositary
Receipts each American Depositary Share representing one-tenth (1/10) of one (1) preference share of Volkswagen AG.
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N/A
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N/A
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N/A
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N/A
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(1) Each unit represents one American
Depositary Share.
(2) Estimated solely for the purpose
of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance of such Receipts evidencing such American Depositary
Shares.
Explanatory Note
This post-effective amendment is being
filed to correct the ratio of ADSs to shares of the issuer specified in the form of American Depositary Receipt originally filed
on September 13, 2018, consistent with the ratio specified in the registration statement filed on September 13, 2018.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
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Required Information
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Location in Form of Receipt Filed Herewith
as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt – introductory paragraph
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt – top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share (“ADS”)
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt – Articles 11 and 13
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 12 and 18
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Reverse of Receipt – Articles 11 and 15
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Articles 12 and 13
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Reverse of Receipt – Articles 12 and 15
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 17 and 18 (no provision for extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 3
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Article 1, 2, 4 and 6;
Reverse of Receipt – Articles 14, 15 and 18
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(x)
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Limitation on the depositary’s liability
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Face of Receipt – Article 1, 2, 4 and 7;
Reverse of Receipt – Articles 11, 12, 14, 15, 16, 18 and
21
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Reverse of Receipt – Article 19
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Item 2. AVAILABLE INFORMATION
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Required Information
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Location in Form of Receipt Filed Herewith
as Prospectus
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(b)
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Statement that as of the date of the establishment of the program for issuance of Receipts by the Depositary, the Depositary has a good faith belief (after limited investigation), that the issuer of the Deposited Securities publishes information in English required to maintain the exemption from registration under Rules 12g3-2(b) under the Securities Exchange Act of 1934 on its internet website or through an electronic information delivery system generally available to the public in its primary trading market.
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Face of Receipt – Article 8
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Prospectus
THIS PAGE AND THE
FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN
DEPOSITARY RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy
of Agreement - The Agreement between Deutsche Bank Trust Company Americas, as depositary (the "Depositary"), and all
holders from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained
in the form of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement.
(b) Any
other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody
of the deposited securities represented thereby. - None.
(c) Any
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. - None.
(d) Opinion
of counsel to the Depositary as to the legality of the securities to be registered. Previously filed.
(e) Certification
under Rule 466.
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 Receipts, 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 amount of fees charged is 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 a Receipt thirty days before
any change in the fee schedule.
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity
created by the agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that
all of 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, as of December 21, 2020.
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Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing
American Depositary Shares representing the right to receive preference shares of Volkswagen AG.
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By:
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DEUTSCHE BANK TRUST COMPANY AMERICAS, Depositary
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By:
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/s/ Kelvyn Correa
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Name: Kelvyn Correa
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Title: Director
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By:
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/s/ Michael Tompkins
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Name: Michael Tompkins
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Title: Director
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INDEX TO EXHIBITS
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Exhibit
Number
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(a)
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Form of ADR
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(e)
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Rule 466 Certification
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