Registration Statement Under The Securities Act Of 1933 Form F4 Page 9
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16Internet site that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC and state the address of that site ( ). You are encouraged to give
your Internet address, if available.
Item 12. Information With Respect to F-3 Registrants.
If the registrant meets the requirements for use of Form F-3 or Form S-3 and elects to comply with this Item, furnish the information
required by either paragraph (a) or (b) of this Item. However, the registrant shall not provide prospectus information in the manner
allowed by paragraph (a) of this Item if the financial statements incorporated by reference pursuant to Item 13 reflect:
(a) If the registrant elects to deliver this prospectus together with the annual report incorporated by reference pursuant to
Item 13, or a complete and legible facsimile thereof:
(1) Indicate that the prospectus is accompanied by such annual report or registration statement.
(2) If the financial statements incorporated by reference pursuant to Item 13 of this Form are not sufficiently current
to comply with Rule 3-19 of Regulation S-X, provide the information required by Rule 10-01 of Regulation S-X and
Item 9 of Form 20-F by one of the following means:
(i)
including such information in the prospectus,
(ii) providing without charge to whom a prospectus is delivered a copy of the registrant’s Form 10-Q, Form 8-K
or Form 6-K report that contains such later information; or
(iii) in an amended Form 20-F, Form 40-F or Form 10-K in which case the prospectus shall disclose that the Form 20-F,
Form 40-F or Form 10-K has been so amended.
(3) If not reflected in the registrant’s annual report incorporated by reference in accordance with Item 13 of this Form,
provide information required by Rule 3-05 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.
(4) 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 13 of this Form
and that have not been described in a report on Form 6-K, Form 10-Q or Form 8-K delivered with the prospectus in
accordance with paragraph (2)(ii) of this Item.
(5) Where common equity securities are being issued, the information required by Item 9.A.4 of Form 20-F, nature of
trading markets, should be updated to cover any subsequent interim periods for which interim financial statements
are required to be included to comply with Item 8.A of Form 20-F. Such updating may be made in the prospectus,
in an amended Form 20-F, Form 10-K or Form 40-F, or in a Form 6-K, Form 10-Q or Form 8-K.
(b) If the registrant elects not to deliver its annual report incorporated by reference pursuant to Item 13 to the securityholders
of the company to be acquired:
(1) Furnish a brief description of the business done by the registrant and its subsidiaries during the most recent fiscal
year based on the requirements of Item 4 of Form 20-F. The description shall also take into account changes in the
registrant’s business that have occurred between the end of the latest fiscal year and the effective date of the
registration statement.
(2) For the registrant’s fiscal years ending before December 15, 2011, include financial statements and information as
required by Item 18 of Form 20-F, except that financial statements of the registrant may comply with Item 17 of Form
20-F if the only securities being registered are investment grade securities as defined in the General Instructions to
Form F-3. For the registrant’s fiscal years ending on or after December 15, 2011, include financial statements and
information as required by Item 18 of Form 20-F. In addition, provide:
(i)
the interim financial information as required by Rule 10-01 of Regulation S-X sufficient to meet the requirements
of Item 8.A of Form 20-F;
(ii) Financial information required by Rule 3-05 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;
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