Form F-10 - Registration Statement Under The Securities Act Of 1933 (Page 3 of 11) in pdf

from continuing operations of the successor Registrant, as measured based on pro forma combination of the participating

companies’ most recently completed ﬁscal years, each meet such public ﬂoat requirement; and provided further, that in

the case of a business combination, such public ﬂoat requirement shall be deemed satisﬁed in the case of a participating

company whose equity shares were the subject of an exchange offer that was registered or would have been eligible

for registration on Form F-8, Form F-9, Form F-10 or Form F-80, or a tender offer in connection with which Schedule

13E-4F or 14D-1F was ﬁled or could have been ﬁled, that terminated within the last 12 months, if the participating

company would have satisﬁed such public ﬂoat requirement immediately prior to commencement of such exchange or

tender offer.

Instructions:

1. For purposes of this Form, “foreign private issuer” shall be construed in accordance with Rule 405 under the Securities

Act.

For purposes of this Form, the “public ﬂoat” of speciﬁed securities shall mean only such securities held by persons other

than afﬁliates of the issuer.

3. For purposes of this Form, “equity shares” shall mean common shares, non-voting equity shares and subordinate or

restricted voting equity shares, but shall not include preferred shares.

4. For purposes of this Form, the market value of outstanding equity shares (whether or not held by afﬁliates) shall be

computed by use of the price at which such shares were last sold, or the average of the bid and asked prices of such shares,

in the principal market for such shares as of a date within 60 days prior to the date of ﬁling. If there is no market for any

of such securities, the book value of such securities computed as of the latest practicable date prior to the ﬁling of this

Form shall be used for purposes of calculating the market value, unless the issuer of such securities is in bankruptcy or

receivership or has an accumulated capital deﬁcit, in which case one-third of the principal amount, par value or stated

value of such securities shall be used.

D. In the case of an exchange offer, the issuer of the securities to be exchanged (the “subject securities”) for securities of the

Registrant shall be incorporated or organized under the laws of Canada or any Canadian province or territory and be a foreign

private issuer.

E. In the case of a business combination, each participating company shall be incorporated or organized under the laws of Canada

or any Canadian province or territory and be a foreign private issuer.

In the case of an exchange offer, the securities to be registered on this Form shall be offered to U.S. holders upon terms and

conditions not less favorable than those offered to any other holder of the same class of subject securities.

G. In the case of a business combination, the securities to be registered on this Form shall be offered to U.S. holders upon terms

and conditions not less favorable than those offered to any other holder of the same class of such securities of the participating

company.

Instructions:

1. For purposes of exchange offers, the term “U.S. holder” shall mean any person whose address appears on the records

of the issuer of the subject securities, any voting trustee, any depositary, any share transfer agent or any person acting

in a similar capacity on behalf of the issuer of the subject securities as being located in the United States.

2. For purposes of business combinations, the term “U.S. holder” shall mean any person whose address appears on the

records of a participating company, any voting trustee, any depositary, any share transfer agent or any person acting in

a similar capacity on behalf of a participating company as being located in the United States.

3. For purposes of this Form, the class of subject securities shall not include any securities that may be converted into or

are exchangeable for the subject securities.

H. With respect to registration of debt securities or preferred securities on this Form, if the Registrant is a majority-owned

subsidiary, it shall be deemed to meet the requirements of I.C.(3) and (4) above if the parent of the Registrant-subsidiary

meets the requirements of I.C. above and fully and unconditionally guarantees the securities being registered as to principal

and interest (if debt securities) or as to liquidation preference, redemption price and dividends (if preferred shares); provided,

Form F-10 - Registration Statement Under The Securities Act Of 1933 Page 3

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