Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 39
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69[end of General Instructions to Items 11(a) and 11(b)]
(c)
Interim periods. If interim period financial statements are included or are required to be included by Article 3 of
Regulation S-X (17 CFR 210), discussion and analysis shall be provided so as to enable the reader to assess the sources
and effects of material changes in information that would be provided under Item 11 of Form 20-F from the end of the
preceding fiscal year to the date of the most recent interim balance sheet.
Instructions to Item 11(c).
1.
Information required by paragraph (c) of this Item 11 is not required until after the first fiscal year end in which this Item
11 is applicable.
(d) Safe Harbor.
(1)
The safe harbor provided in Section 27A of the Securities Act of 1933 (15 U.S.C. 77z-2) and Section 21E of the
Securities Exchange Act of 1934 (15 U.S.C. 78u-5) (“statutory safe harbors”) shall apply, with respect to all types
of issuers and transactions, to information provided pursuant to paragraphs (a), (b), and (c) of this Item 11,
provided that the disclosure is made by an issuer; a person acting on behalf of the issuer; an outside reviewer
retained by the issuer making a statement on behalf of the issuer; or an underwriter, with respect to information
provided by the issuer or information derived from information provided by the issuer.
(2)
For purposes of this paragraph (d) of this Item 11 only:
(i)
All information required by paragraphs (a), (b)(1)(i), (b)(1)(iii), and (c) of this Item 11 is considered forward
looking statements for purposes of the statutory safe harbors, except for historical facts such as the terms
of particular contracts and the number of market risk sensitive instruments held during or at the end of
the reporting period; and
(ii)
With respect to paragraph (a) of this Item 11, the meaningful cautionary statements prong of the statutory
safe harbors will be satisfied if a registrant satisfies all requirements of that same paragraph (a) of this
Item 11.
(e)
Small business issuers. Small business issuers, as defined in § 230.405 of this chapter and § 240.12b-2 of this
chapter, need not provide the information required by this Item 11, whether or not they file on forms specially designated
as small business issuer forms.
General Instructions to Items 11(a), 11(b), 11(c), 11(d), and 11(e).
1.
Bank registrants, thrift registrants, and non-bank and non-thrift registrants with market capitalizations on January 28,
1997 in excess of $2.5 billion should provide Item 11 disclosures in filings with the Commission that include annual
financial statements for fiscal years ending after June 15, 1997. Non-bank and non-thrift registrants with market
capitalizations on January 28, 1997 of $2.5 billion or less should provide Item 11 disclosures in filings with the Commission
that include annual financial statements for fiscal years ending after June 15, 1998.
2.
A.
For purposes of instruction 1. of the General Instructions to Items 11(a), 11(b), 11(c), 11(d), and 11(e), bank
registrants and thrift registrants include any registrant which has control over a depository institution.
B.
For purposes of instruction 2.A. of the General Instructions to Items 11(a), 11(b), 11(c), 11(d), and 11(e), a registrant
has control over a depository institution if:
i.
The registrant directly or indirectly or acting through one or more other persons owns, controls, or has power
to vote 25% or more of any class of voting securities of the depository institution;
ii.
The registrant controls in any manner the election of a majority of the directors or trustees of the depository
39
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