Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 18
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69statements as a whole.
3.
We encourage you to supply forward-looking information, but that type of information is not required. Forward-looking
information is covered expressly by the safe harbor provisions of Section 27A of the Securities Act and Section 27A
of the Exchange Act. Forward-looking information is different than presently known data which will have an impact
on future operating results, such as known future increases in costs of labor or materials. You are required to disclose
this latter type of data if it is material.
4.
To the extent the primary financial statements reflect the use of exceptions permitted or required by IFRS 1, the issuer
shall:
a. Provide detailed information as to the exceptions used, including:
i. An indication of the items or class of items to which the exception was applied; and
ii. A description of what accounting principle was used and how it was applied;
b. Include, where material, qualitative disclosure of the impact on financial condition, changes in financial condition and
results of operations that the treatment specified by IFRS would have had absent the election to rely on the exception.
5.
An issuer filing financial statements that comply with IFRS as issued by the IASB should, in providing information
in response to paragraphs of this Item 5 that refer to pronouncements of the FASB, provide disclosure that satisfies
the objective of the Item 5 disclosure requirements. In responding to this Item 5, an issuer need not repeat information
contained in financial statements that comply with IFRS as issued by the IASB.
Instruction to Item 5.A:
1.
You must provide the information required by Item 5.A.2 with respect to hyperinflation if hyperinflation has occurred
in any of the periods for which you are required to provide audited financial statements or unaudited interim
financial statements in the document. See Rule 3-20(c) of Regulation S-X for a discussion of cumulative inflation
rates that trigger this requirement.
Instructions to Item 5.E:
1.
No obligation to make disclosure under Item 5.E shall arise in respect of an off-balance sheet arrangement until a
definitive agreement that is unconditionally binding or subject only to customary closing conditions exists or, if there
is no such agreement, when settlement of the transaction occurs.
2.
Companies should aggregate off-balance sheet arrangements in groups or categories that provide material information
in an efficient and understandable manner and should avoid repetition and disclosure of immaterial information. Effects
that are common or similar with respect to a number of off-balance sheet arrangements must be analyzed in the aggregate
to the extent the aggregation increases understanding. Distinctions in arrangements and their effects must be
discussed to the extent the information is material, but the discussion should avoid repetition and disclosure of
immaterial information.
3.
For purposes of paragraph Item 5.E only, contingent liabilities arising out of litigation, arbitration or regulatory actions
are not considered to be off-balance sheet arrangements.
4.
Generally, the disclosure required by Item 5.E shall cover the most recent fiscal year. However, the discussion should
address changes from the previous year where such discussion is necessary to an understanding of the disclosure.
5.
In satisfying the requirements of Item 5.E, the discussion of off-balance sheet arrangements need not repeat
information provided in the footnotes to the financial statements, provided that such discussion clearly cross-
references to specific information in the relevant footnotes and integrates the substance of the footnotes into such
discussion in a manner designed to inform readers of the significance of the information that is not included within
the body of such discussion.
Instructions to Item 5.F:
1.
The company is not required to include the table required by Item 5.F.1 for interim periods. Instead, the company should
disclose material changes outside the ordinary course of the company’s business in the specified contractual
obligations during the interim period.
2.
Except for “purchase obligations,” the contractual obligations in the table required by Item 5.F.1 should be based on
the classifications used in the generally accepted accounting principles under which the company prepares its primary
financial statements. If the generally accepted accounting principles under which the company prepares its primary
financial statements do not distinguish between capital (finance) leases and operating leases, then present all leases
under one category.
18
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