Registration Statement Under The Securities Act Of 1933 Form F4 Page 5
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16delivery, security holders must request the information no later than five business days before the date they must make
their investment decision. Specify the date by which security holders must request this information. You must highlight
this statement by print type or otherwise.
Note to Item 2. If you send any of the information that is incorporated by reference in the prospectus to security holders,
you also must send any exhibits that are specifically incorporated by reference in that information.
Item 3. Risk Factors, Ratio of Earnings to Fixed Charges and Other Information.
Provide in the forepart of the prospectus a summary containing the information required by Item 503 of Regulation S-K (§229.503
of this chapter) and the following:
(a) The name, complete mailing address (including the Zip Code), and telephone number (including the area code) of the
principal executive offices of the registrant and the company being acquired;
(b) A brief description of the general nature of the business conducted by the registrant and by the company being acquired;
(c) A brief description of the transaction in which the securities being registered are to be offered;
(d) The information required by Item 3.A of Form 20-F (selected financial data) for the registrant and the company being
acquired. If the information is required to be presented in the prospectus pursuant to Items 12, 14, 16 or 17, it need not
be presented pursuant to this Item;
(e) If material, the information required by Item 3.A of Form 20-F for the registrant on a pro forma basis, giving effect to the
transaction. If the information is required to be presented in the prospectus pursuant to Items 12 or 14, it need not be
presented pursuant to this Item.
(f) In comparative columnar form, historical and pro forma per share data of the registrant and historical and equivalent per
share data of the company being acquired for the following items:
(1) book value per share as of the date financial data is presented pursuant to Item 3.A of Form 20-F (selected financial
data);
(2) cash dividends declared per share for the periods for which financial data is presented pursuant to Item 8 of Form
20-F (selected financial data); and
(3) income (loss) per share from continuing operations for the periods for which financial data is presented pursuant
to Item 3.A of Form 20-F (selected financial data).
Instructions to paragraph (e) &( f).
1.
For a business combination accounted for as a purchase, the financial information required by paragraphs (e) and (f) shall
be presented only for the most recent fiscal year and interim period. For a business combination accounted for as a pooling,
the financial information required by paragraphs (e) and (f) (except for information with regard to book value) shall be
presented for the most recent three fiscal years and interim period. For a business combination accounted for as a pooling,
information with regard to book value shall be presented as of the end of the most recent fiscal year and interim period.
Equivalent pro forma per share amounts shall be calculated by multiplying the pro forma income (loss) per share before
non-recurring charges or credits directly attributable to the transaction, pro forma book value per share, and the pro forma
dividends per share of the registrant by the exchange ratio so that the per share amounts are equated to the respective
values for one share of the company being acquired.
2.
Instructions to Item 3.A of Form 20-F is applicable to the financial information presented hereunder to the extent that this
Form requires reconciliation of financial statements of foreign private issuers to U.S. generally accepted accounting
principles (“U.S. GAAP”) and Regulation S-X (Part 210 of this chapter).
(g) In comparative columnar form, the market value of securities of the company being acquired (on an historical and
equivalent per share basis) and the market value of the securities of the registrant (on an historical basis) as of the date
preceding public announcement of the proposed transaction, or, if no such public announcement was made, as of the day
preceding the day the agreement with respect to the transaction was entered into;
(h) With respect to the registrant and the company being acquired, a brief statement comparing the percentage of outstanding
shares entitled to vote held by directors, executive officers and their affiliates and the vote required for approval of the
proposed transaction;
(i)
A statement as to whether any regulatory requirements other than the U.S. federal securities laws, must be complied with
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