Registration Statement Under The Securities Act Of 1933 Form F4 Page 7
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16furnish the following information in the prospectus at the time it is being used for the reoffer of the securities, to the extent it is not
already furnished therein:
(a) The information required by Item 9.D of Form 20-F (§249.220F of this chapter); and
(b) Information with respect to the consummation of the transaction pursuant to which the securities were acquired and any
material change in the registrant’s affairs subsequent to the transaction.
Item 8. Interests of Named Experts and Counsel.
Furnish the information required by Item 7.C of Form 20-F (§249.220F of this chapter).
Item 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.
Furnish the information required by Item 510 of Regulation S-K (§229.510 of this chapter).
B.INFORMATION ABOUT THE REGISTRANT
Item 10. Information With Respect to F-3 Companies.
If the registrant meets the requirements for use of Form F-3 and elects to furnish information in accordance with the provisions
of this Item, furnish information as required below:
(a) Describe any and all material changes in the registrant’s affairs that have occurred since the end of the latest fiscal year
for which audited financial statements are incorporated by reference in accordance with Item 11 of this Form and that have
not been described in a report on Form 6-K (§249.306 of this chapter), Form 10-Q (§249.308a of this chapter) or Form 8-
K (§249.308 of this chapter) filed under the Exchange Act;
(b) If the financial statements incorporated by reference in accordance with Item 11 of this Form are not sufficiently current
to comply with Item 8.A of Form 20-F, financial statements necessary to comply with that rule shall be presented either
in the prospectus, in an amended Form 20-F, 40-F or 10-K (in which case the prospectus shall disclose that such form has
been so amended), or in a Form 6-K, Form 10-Q or Form 8-K; and
(c) Include in the prospectus, if not incorporated by reference from the documents filed under the Exchange Act specified
in Item 11 of this Form, from a prospectus previously filed pursuant to Rule 424(b) or (c) under the Securities Act (§230.424
of this chapter) or, where no prospectus was required to be filed pursuant to Rule 424(b), the prospectus included in the
registration statement at effectiveness, or from a Form 6-K filed during either of the two preceding fiscal years:
(1) Financial information required by Rule 3-05 (§210.3-05 of this chapter) and Article 11 of Regulation S-X with respect
to transactions other than that pursuant to which the securities being registered are to be issued;
(2) Restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X if there
has been a change in accounting principles or a correction of an error where such change or correction requires a
material retroactive restatement of financial statements;
(3) Restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X where
one or more business combinations accounted for by the pooling of interest method of accounting have been
consummated subsequent to the most recent fiscal year and the acquired businesses, considered in the aggregate,
are significant pursuant to Rule 11-01(b) of Regulation S-X (§210.11-01(b) of this chapter); or
(4) Any financial information required because of a material disposition of assets outside the normal course of business.
Instruction
Reference is made to Rules 4-01(a)(2) and 10-01 of Regulation S-X (§§210.4-01(a)(2) and 210.10-01 of this chapter).
Item 11. Incorporation of Certain Information by Reference.
If the registrant furnishes information in accordance with the provisions of Item 10 of this Form:
(a) Incorporate by reference into the prospectus, by means of a statement to that effect listing all documents so incorporated,
the documents listed in paragraph (1) below and, if applicable, (2) and (3) below.
(1) The registrant’s latest annual report on Form 20-F, on Form 10-K or, in the case of registrants described in General
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