Registration Statement Under The Securities Act Of 1933 Form F4 Page 3
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16pursuant to Instructions C and F of Form S-4 (§239.25 of this chapter).
2.
If the company being acquired is a real estate entity of the type described in General Instruction A to Form S-11, the
information that would be required by Items 13, 14, 15 and 16(a) of Form S-11 if securities of such company were being
registered shall be furnished about such company being acquired in addition to the information provided pursuant to this
Form. The information prescribed by such Items of Form S-11 may be incorporated by reference into the prospectus if:
(a) the company being registered would qualify for use of the level of disclosure prescribed by alternative 1.a. or 1.b. of
this instruction and such alternative is elected; and (b) the documents incorporated by reference pursuant to such elected
alternative contain such information.
D.
Application of General Rules and Regulations.
1.
Attention is directed to the General Rules and Regulations under the Securities Act, particularly those comprising
Regulation C thereunder (§230.400 et seq. of this chapter). That Regulation contains general requirements regarding the
preparation and filing of registration statements.
2.
Attention is directed to Regulation S-K (Part 229 of this chapter) and Form 20-F for the requirements applicable to the
content of non-financial statement portions of registration statements under the Securities Act. Where this Form directs
the registrant to furnish information required by Regulation S-K or Form 20-F and the item of Regulation S-K or Form 20-
F so provides, information need only be furnished to the extent appropriate.
3.
Where two or more classes of securities being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415(a)(1)(viii) (§230.415(a)(1)(viii) of this chapter), Rule 457(o) (§230.457(o) of this chapter) permits the
registration fee to be calculated on the basis of the maximum offering price of all the securities listed in the “Calculation
of Registration Fee” table (“Fee Table”) if the securities are being registered by an issuer eligible to use Form F-3. In this
event, while the Fee Table would list each of the classes of securities being registered and the aggregate proceeds to be
raised, the Fee Table need not specify for each class information as to the amount to be registered, proposed maximum
offering price per unit and proposed maximum aggregate offering price.
4.
A registrant must file the Form F-4 registration statement in electronic format via the Commission’s Electronic Data
Gathering and Retrieval System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part
232), except that a registrant that has obtained a hardship exception under Regulation S-T Rule 201 or 202 (17 CFR 232.201
or 232.202) may file the registration statement in paper. For assistance with technical questions about EDGAR or to request
an access code, call the EDGAR Filer Support Office at (202) 551-8900. For assistance with questions about the EDGAR
rules, call the Office of EDGAR and Information Analysis at (202) 551-3610.
5.
The Form F-4 registration statement must be in the English language, as required by Regulation S-T Rule 306 (17 CFR
232.306) for electronic filings and Securities Act Rule 403(c) (17 CFR 230.403(c)), generally. If the registration statement
requires the inclusion, as an exhibit or attachment, of a document that is in a foreign language, the registrant must provide
instead either an English translation or an English summary of the foreign language document in accordance with
Securities Act Rule 403(c) (17 CFR 230.403(c)) for both electronic and paper filings. The registrant may submit a copy of
the unabridged foreign language document along with the English translation or English summary as permitted by
Regulation S-T Rule 306(b) (17 CFR 232.306(b)) for electronic filings or by Securities Act Rule 403(c)(4) (17 CFR
230.403(c)(4)) for paper filings.
E.
Compliance With Exchange Act Rules.
1.
If a corporation or other person submits a proposal to its security holders entitled to vote on, or consent to, the transaction
in which the securities being registered are to be issued, and such person’s submission to its security holders is subject
to Regulation 14A (§§240.14a-1 through 14a-101 of this chapter) or 14C (§§240.14c-1 through 14c-101 of this chapter) under
the Exchange Act, then the provisions of such Regulations shall apply in all respects to such person’s submission, except
that: (a) The prospectus may be in the form of a proxy or information statement and may contain the information required
by this Form in lieu of that required by Schedule 14A (§240.14a-101) or 14C (§240.14c-101) of Regulation 14A or 14C under
the Exchange Act; and (b) copies of the preliminary and definitive proxy or information statement, form of proxy or other
material filed as a part of the registration statement shall be deemed filed pursuant to such person’s obligations under
such Regulations.
2.
If the proxy or information statement material sent to security holders is not subject to Regulation 14A or 14C, all such
material shall be filed as a part of the registration statement at the time the statement is filed or as an amendment thereto
prior to the use of such material.
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