Registration Statement Under The Securities Act Of 1933 Form F4 Page 13
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16(§229.901 of this chapter), and:
(i)
the company being acquired is significant to the registrant in excess of the 20% level as determined under
§210.3-05(b)(2), provide financial statements of the company being acquired for the latest fiscal year in
conformity with GAAP. In addition, if the company being acquired has provided its security holders with
financial statements prepared in conformity with GAAP for either or both of the two fiscal years before the latest
fiscal year, provide the financial statements for those years; or
(ii) the company being acquired is significant to the registrant at or below the 20% level, no financial information
(including pro forma and comparative per share information) for the company being acquired need be
provided; and
Instructions:
1.
The financial statements required by this paragraph for the latest fiscal year need be audited only to the extent
practicable. The financial statements for the fiscal years before the latest fiscal year need not be audited if they
were not previously audited.
2.
If this Form is used to register resales to the public by any person who is deemed an underwriter within the
meaning of Rule 145(c) (§230.145(c) of this chapter) with respect to the securities being reoffered, the financial
statements must be audited for the fiscal years required to be presented under paragraph (b)(2) of Rule 3-05
of Regulation S-X (17 CFR 210.3-05(b)(2)).
3.
In determining the significance of an acquisition for purposes of this paragraph, apply the tests prescribed in
Rule 1-02(w) (§210.1-02(w) of this chapter).
(6) any interim financial statements that would be required to be included in order to comply with Item 8.A of Form 20-
F; and
(7) Schedules required by Rules 12-15, 28 and 29 of Regulation S-X.
Instructions to paragraph (b)(5) and (b)(6):
If the financial statements required by paragraphs (b)(5) and (b)(6) are prepared on the basis of a comprehensive body
of accounting principles other than U.S. GAAP, provide a reconciliation to U.S. GAAP in accordance with Item 17 of Form
20-F (§249.220f of this chapter) unless a reconciliation is unavailable or not obtainable without unreasonable cost or
expense. At a minimum, provide a narrative description of all material variations in accounting principles, practices and
methods used in preparing the non-U.S. GAAP financial statements from those accepted in the U.S. when the financial
statements are prepared on a basis other than U.S. GAAP.
D.VOTING AND MANAGEMENT INFORMATION
Item 18. Information If Proxies, Consents or Authorizations Are To Be Solicited.
(a) If proxies, consents or authorizations are to be solicited, furnish the following information, except as provided by
paragraph (b) of this Item:
(1) The information required by Item 1 of Schedule 14A, date, time and place information;
(2) The information required by Item 2 of Schedule 14A, revocability of proxy;
(3) The information required by Item 3 of Schedule 14A, dissenters’ rights of appraisal;
(4) The information required by Item 4 of Schedule 14A, persons making the solicitation;
(5) With respect to both, the registrant and the company being acquired, the information required by:
(i)
Item 5 of Schedule 14A, interest of certain persons in matters to be acted upon; and
(ii) Item 6 of Schedule 14A, voting securities and principal holders thereof.
Instruction
The information specified in Item 7.A of Form 20-F may be provided in lieu of the information specified in Item 6(d)
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