Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 11
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69(a)
at the latest practicable date;
(b)
the high and low exchange rates for each month during the previous six months; and
(c)
for the five most recent financial years and any subsequent interim period for which financial statements
are presented, the average rates for each period, calculated by using the average of the exchange rates
on the last day of each month during the period.
B.
Capitalization and indebtedness. A statement of capitalization and indebtedness (distinguishing between guaranteed
and unguaranteed, and secured and unsecured, indebtedness) as of a date no earlier than 60 days prior to the date
of the document shall be provided showing the company’s capitalization on an actual basis and, if applicable, as
adjusted to reflect the sale of new securities being issued and the intended application of the net proceeds therefrom.
Indebtedness also includes indirect and contingent indebtedness.
C.
Reasons for the offer and use of proceeds.
1.
The document shall disclose the estimated net amount of the proceeds broken down into each principal intended
use thereof. If the anticipated proceeds will not be sufficient to fund all the proposed purposes, the order of
priority of such purposes should be given, as well as the amount and sources of other funds needed. If the
company has no specific plans for the proceeds, it should discuss the principal reasons for the offering.
2.
If the proceeds are being used directly or indirectly to acquire assets, other than in the ordinary course of
business, briefly describe the assets and their cost. If the assets will be acquired from affiliates of the company
or their associates, disclose the persons from whom they will be acquired and how the cost to the company will
be determined.
3.
If the proceeds may or will be used to finance acquisitions of other businesses, give a brief description of such
businesses and information on the status of the acquisitions.
4.
If any material part of the proceeds is to be used to discharge, reduce or retire indebtedness, describe the interest
rate and maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which
the proceeds of such indebtedness were put.
D.
Risk factors. The document shall prominently disclose risk factors that are specific to the company or its industry and
make an offering speculative or one of high risk, in a section headed “Risk Factors.” Companies are encouraged, but
not required, to list the risk factors in the order of their priority to the company. Among other things, such factors may
include, for example: the nature of the business in which it is engaged or proposes to engage; factors relating to the
countries in which it operates; the absence of profitable operations in recent periods; the financial position of the
company; the possible absence of a liquid trading market for the company’s securities; reliance on the expertise of
management; potential dilution; unusual competitive conditions; pending expiration of material patents, trademarks
or contracts; or dependence on a limited number of customers or suppliers. The Risk Factors section is intended to
be a summary of more detailed discussion contained elsewhere in the document.
Instructions to Item 3:
1.
If you are filing Form 20-F as an annual report under the Exchange Act, you do not have to provide the information
called for by Item 3.B or 3.C. If you are filing Form 20-F as a registration statement under the Exchange Act, you
do not have to provide the information called for by Item 3.C. You must provide the information called for by Item
3 if you are filing a registration statement under the Securities Act.
2.
Throughout Form 20-F, the terms “financial year” and “fiscal year” have the same meaning. The term “fiscal year”
is defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act.
Instructions to Item 3.A:
1. This item refers to the company, but note that in some cases, you may have to provide selected financial data for a
predecessor. See the definition of predecessor in Exchange Act Rule 12b-2 and Securities Act Rule 405.
2.You may present the selected financial data on the basis of the accounting principles used in your primary financial
11
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