Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 6
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69and registration statements or prospectuses used in connection with the initial listing of securities.
Instruction: References to the “document” mean whatever type of document is being prepared using Form 20-F
disclosure requirements, including, as applicable, a prospectus, an Exchange Act registration statement, and an
annual report.
Equity securities - The term “equity securities” includes common or ordinary shares, preferred or preference shares, options
or warrants to subscribe for equity securities, and any securities, other than debt securities, which are convertible into or
exercisable or redeemable for equity securities of the same company or another company. If the equity securities available
upon conversion, exercise or redemption are those of another company, the disclosure standards also apply to the other
company.
Group - A “group” is a parent and all its subsidiaries. References to a company’s group mean the group of which it is a member.
Home country - This term refers to the jurisdiction in which the company is legally organized, incorporated or established
and, if different, the jurisdiction where it has its principal listing.
Host country - This term refers to jurisdictions, other than the home country, in which the company is seeking to offer, register
or list its securities.
Instruction: Note that, as used in this Form, the term “host country” means the United States and its territories.
Pre-emptive issue - The term “pre-emptive issue” and references to “pre-emptive purchase rights” refer to offerings made
to the company’s existing shareholders in order to permit them to maintain their pro rata ownership in the company.
G. First-Time Application of International Financial Reporting Standards.
(a) Omission of Certain Required Financial Statements. An issuer that changes the body of accounting principles
used in preparing its financial statements presented pursuant to Item 8.A.2 (“Item 8.A.2”) to International Financial Reporting
Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) may omit the earliest of the three years
of audited financial statements required by Item 8.A.2 if the issuer satisfies the conditions set forth in this Instruction G. For
purposes of this instruction, the term “financial year” refers to the first financial year beginning on or after January 1 of the
same calendar year.
(b) Applicable Documents. This General Instruction G shall be available only for the following registration statements
and annual reports:
(1) Registration Statements. This instruction shall be available for registration statements if:
(A) The issuer adopts IFRS for the first time by an explicit and unreserved statement of compliance with IFRS; and
(B) The audited financial statements for the issuer’s most recent financial year for which audited financial statements
are required by Item 8.A.2 are prepared in accordance with IFRS.
(2) Annual Reports. This instruction shall be available for annual reports if:
(A) The issuer adopts IFRS for the first time by an explicit and unreserved statement of compliance with IFRS; and
(B) The audited financial statements for the issuer’s financial year to which the annual report relates are prepared in
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