As filed with the Securities and Exchange Commission on August 17, 2018
Registration No. 333-226421
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective
Amendment No. 2
to
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DEUTSCHE BANK AKTIENGESELLSCHAFT
(Exact name of Registrant as specified in its charter)
DEUTSCHE BANK CORPORATION
(Translation of Registrant’s name into English)
| Federal Republic of Germany |
Not Applicable | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Taunusanlage 12
60325 Frankfurt am Main
Germany
+49-69-910-00
(Address and telephone number of Registrant’s principal executive offices)
DB USA Corporation
60 Wall Street
New York, New York 10005
Attention: Office of the Secretary
212-250-2500
(Name, address and telephone number of agent for service)
Copies to:
Deutsche Bank Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main
Germany
Attn: Legal Dept.
| Ward A. Greenberg | Leo Borchardt | |
| Cleary Gottlieb Steen & Hamilton LLP | Davis Polk & Wardwell London LLP | |
| Main Tower | 5 Aldermanbury Square | |
| Neue Mainzer Strasse 52 | London EC2V 7HR | |
| 60311 Frankfurt am Main | United Kingdom | |
| Germany | +44 20 7418 1300 | |
| +49 69 97103-0 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), please check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act. Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Aggregate Price per Unit(1) |
Proposed Maximum Aggregate Offering Price(1)(2)(3) |
Amount of Registration Fee(2)(3)(4) |
||||||||||||
| Ordinary Shares with no par value of Deutsche Bank Aktiengesellschaft |
– | – | – | – | ||||||||||||
| Tradable Subscription Rights to subscribe for Ordinary Shares of Deutsche Bank Aktiengesellschaft |
– | – | – | – | ||||||||||||
| Capital Securities of Deutsche Bank Aktiengesellschaft |
– | – | – | – | ||||||||||||
| Debt Securities of Deutsche Bank Aktiengesellschaft |
– | – | – | – | ||||||||||||
| Subordinated Debt Securities |
||||||||||||||||
| Eligible Liabilities Senior Debt Securities |
||||||||||||||||
| Senior Debt Securities |
||||||||||||||||
| Senior Debt Funding Securities |
||||||||||||||||
| Warrants of Deutsche Bank Aktiengesellschaft |
– | – | – | – | ||||||||||||
| Debt Warrants |
||||||||||||||||
| Equity Warrants |
||||||||||||||||
| Other Warrants(5) |
||||||||||||||||
| Purchase Contracts of Deutsche Bank Aktiengesellschaft(6) |
– | – | – | – | ||||||||||||
|
Units of Deutsche Bank Aktiengesellschaft(7) |
– | – | – | – | ||||||||||||
| Total |
– | – | $ | 40,000,000,000 | $ | 4,295,250 | ||||||||||
| (1) | The amount to be registered, proposed maximum aggregate price per unit and proposed maximum aggregate offering price for each class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities hereunder and is not specified as to each class of security pursuant to General Instruction II.C. of Form F-3 under the Securities Act and Rule 457(o) under the Securities Act. The maximum aggregate offering price of all securities issued by the Registrant pursuant to this Registration Statement shall not exceed $40,000,000,000 in U.S. dollars or the equivalent at the time of offering in any other currency. In accordance with the Exchange Commission rules, the Registrant may continue to use the registration statements on Form F-3 (File Nos. 333-206013 and 333-218897) to offer and sell any unsold securities until this Registration Statement is declared effective. Pursuant to Rule 415(a)(6), the offering of unsold securities under the registration statements on Form F-3 (File Nos. 333-184193, 333-162195, 333-137902, 333-206013 and 333-218897) (the “Prior Registration Statements”) will be deemed terminated as of the date of effectiveness of this Registration Statement. The amount also includes any separate consideration that may be received for securities issuable upon conversion, exchange or exercise of other securities or that are represented by depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant, which may include Deutsche Bank Securities Inc. |
| (2) | The Registrant previously registered $34,500,000,000 maximum aggregate offering price of securities (the “Previously Registered Securities”) on this Registration Statement and paid registration fees of $1,867,500 on July 30, 2018 and $2,427,750 on August 14, 2018 in relation to the Previously Registered Securities. Accordingly, $34,500,000,000 of the $40,000,000,000 maximum aggregate offering price and the entire amount of the $4,295,250 registration fee included in the table above relates to the Previously Registered Securities. No additional registration fee has been paid with respect to this filing. |
| (3) | Pursuant to Rule 415(a)(6) under the Securities Act, this Registration Statement includes unsold securities with a maximum aggregate offering price of $5,500,000,000 (the “Unsold Securities”) that were previously registered on the Prior Registration Statements, for which the Registrant previously paid a registration fee. Accordingly, $5,500,000,000 of the $40,000,000,000 maximum aggregate offering price included in the table above relates to the Unsold Securities. Pursuant to Rule 415(a)(6) under the Securities Act, the previously paid registration fee of $422,680.00 relating to the Unsold Securities will continue to be applied to the Unsold Securities registered pursuant to this Registration Statement, and no additional registration fee will be paid in respect of the Unsold Securities. |
| (4) | Calculated pursuant to Rule 457(o) under the Securities Act. |
| (5) | Warrants may be issued together with any of the debt securities, capital securities, ordinary shares, tradable subscription rights to subscribe for ordinary shares or purchase contracts registered hereby or any combination of such securities. Warrants may be offered to purchase or sell, or whose redemption value is determined by reference to the performance, level or value of one or more of the following: other securities of the Registrant, securities of any entity affiliated or unaffiliated with the Registrant, indices, currencies, commodities, interest rates, any other financial, economic or other measures or instruments, including the occurrence or non-occurrence of any events or circumstances and/or a basket or baskets of any of these items. |
| (6) | Purchase contracts may be issued together with any of the debt securities, capital securities or warrants registered hereby or any combination of such securities. Purchase contracts may be offered to purchase or sell, or whose redemption value is determined by reference to the performance, level or value of one or more of the following: other securities of the Registrant, securities of any entity affiliated or unaffiliated with the Registrant, indices, currencies, commodities, interest rates, any other financial, economic or other measures or instruments, including the occurrence or non-occurrence of any events or circumstances and/or a basket or baskets of any of these items. |
| (7) | Units may consist of any combination of the securities being registered hereby and debt obligations or other securities of the Registrant or an entity affiliated or not affiliated with the Registrant. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay the effective date of this Registration Statement until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the amended Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 2 relates to the Registration Statement on Form F-3 (File No. 333-226421), originally filed by the Registrant with the Commission on July 30, 2018 and amended by Pre-Effective Amendment No. 1 thereto filed by the Registrant with the Commission on August 14, 2018, and is being filed for the purpose of filing the consent of KPMG AG Wirtschaftsprüfungsgesellschaft as an exhibit to the Registration Statement. The prospectus filed in Part I of Pre-Effective Amendment No. 1 to the Registration Statement is not being amended hereby and has, therefore, been omitted from this Pre-Effective Amendment No. 2.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Indemnification of Directors and Officers
Deutsche Bank Aktiengesellschaft
Under German law, a corporation may indemnify its officers, and, under certain circumstances, German labor law requires a stock corporation to do so. However, a corporation may not, as a general matter, indemnify members of the Management Board or the Supervisory Board. A German stock corporation may, however, purchase directors’ and officers’ liability insurance. The insurance may be subject to any mandatory restrictions imposed by German law, including a deductible. In addition, German law permits a corporation to indemnify a member of the Management Board or the Supervisory Board for attorneys’ fees incurred if such member is the successful party in a suit in a country, like the United States, where winning parties are required to bear their own costs, if German law would have required the losing party to pay the member’s attorneys’ fees had the suit been brought in Germany and for attorneys’ fees incurred in connection with other proceedings.
Members of the Registrant’s Supervisory Board and Management Board and officers of the Registrant are covered by customary liability insurance, including insurance against liabilities under the Securities Act.
Exhibits
Reference is made to the Exhibit Index included herewith which is incorporated herein by reference.
Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered in the post-effective amendment, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to
II-1
ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(5) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(7) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
(9) In the event that tradable subscription rights to subscribe for ordinary shares are offered to existing shareholders and any rights not taken by shareholders are reoffered to the public, to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed subscription
II-2
rights to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-3
EXHIBIT INDEX
E-1
E-2
E-3
| (1) | To be filed by amendment or incorporated by reference. Deutsche Bank Aktiengesellschaft will furnish on a Form 6-K and incorporate by reference any related Form used in the future and not previously filed by means of an amendment or incorporated by reference. |
| (2) | Previously filed with the SEC as exhibits to this Registration Statement on July 30, 2018. |
E-4
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Germany, as of this 17th day of August 2018.
| DEUTSCHE BANK AKTIENGESELLSCHAFT | ||||
| By: | /s/ Jonathan Blake | |||
| Name: | Jonathan Blake | |||
| Title: | Attorney-in-fact | |||
| By: | /s/ Marco Zimmermann | |||
| Name: | Marco Zimmermann | |||
| Title: | Attorney-in-fact | |||
S-1
Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated as of this 17th day of August 2018.
| Signature |
Title | |
| * Christian Sewing |
Chief Executive Officer (Principal Executive Officer) and Chairman of the Management Board | |
| * James von Moltke |
Chief Financial Officer (Principal Financial Officer) and Member of the Management Board | |
| * Garth Ritchie |
Member of the Management Board | |
| * Karl von Rohr |
Member of the Management Board | |
| * Stuart Lewis |
Member of the Management Board | |
| * Sylvie Matherat |
Member of the Management Board | |
| * Nicolas Moreau |
Member of the Management Board | |
| * Werner Steinmüller |
Member of the Management Board | |
| * Frank Strauß |
Member of the Management Board | |
| * Andreas Loetscher |
Chief Accounting Officer (Principal Accounting Officer) | |
| * Thomas Patrick |
Authorized Representative in the United States | |
| By: | /s/ Jonathan Blake |
Attorney-in-fact | ||
| Name: | Jonathan Blake | |||
| By: | /s/ Marco Zimmermann |
Attorney-in-fact | ||
| Name: | Marco Zimmermann | |||
S-2