Form F-3 - Registration Statement - 2011 (Page 10 of 13) in pdf

PART I—INFORMATION REQUIRED IN PROSPECTUS

Item 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus.

Set forth in the forepart of the registration statement and on outside front cover page of the prospectus the information

required by Item 501 of Regulation S-K (§229.501 of this chapter).

Item 2. Inside Front and Outside Back Cover Pages of Prospectuses.

Set forth on the inside front cover page of the prospectus or, where permitted, on the outside back cover page, the information

required by Item 502 of Regulation S-K (§229.502 of this chapter).

Item 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.

Furnish the information required by Item 503 of Regulation S-K (§229.503 of this chapter).

Item 4. Information About the Offering.

Furnish the information about the offering required by the following items of Form 20-F: Item 2 (Offer Statistics and Expected

Timetable), Item 3.B (Capitalization and Indebtedness), Item 3.C (Reasons for the Offer and Use of Proceeds), Item 7.C

(Interests of Experts and Counsel), Item 9 ( The Offer and Listing), Item 10 (Addittional Information) and Item 12 (Description

of Securities Other than Equity Securities). You do not have to repeat in the prospectus any information called for by these

items if the same information is contained in a report being incorporated by reference into this registration statement.

Item 5. Material Changes.

(a) Describe any and all material changes in the registrant’s affairs that have occurred since the end of the latest fi scal year

for which certifi ed financial statements are included in this registration statement in accordance with Item 6 of this

Form and that have not been described in a report on Form 6-K (§249.306 of this chapter), Form 10-Q (§249.308a of this

chapter) or Form 8-K (§249.308 of this chapter) filed under the Exchange Act and incorporated by reference pursuant

to Item 6 of this Form.

(b) (1) Include in the prospectus, if not included in documents incorporated by reference into the prospectus pursuant

to Item 6 or a prospectus previously filed pursuant to Rule 424(b) or (c) under the Securities Act or, where no

prospectus was required to be filed pursuant to Rule 424(b), the prospectus included in the registration statement

at effectiveness, or a Form 6-K filed during either of the two preceding years:

(i) information required by Rule 3-05 and Article 11 of Regulation S-X (§210 of this chapter) where the registrant

has effected or is about to effect a transaction for which such information is required;

(ii)

restated fi nancial statements if there has been a change in accounting principles or a correction of an error

where such change or correction requires a material retroactive restatement of fmancial statements;

(iii)

restated financial statements where one or more business combinations accounted for by the pooling of interest

method of accounting have been consummated subsequent to the most recent fiscal year and the acquired

businesses, considered in the aggregate, are significant under Rule 11-01(b); or

(iv)

any financial information required because of a material disposition of assets outside the normal course of

business.

(2) If the financial statements included in this registration statement in accordance with Item 6 are not suffi ciently current

to comply with the requirements of Item 8.A of Form 20-F, financial statements necessary to comply with that rule

shall be presented (i) directly in the prospectus, (ii) through incorporation by reference of a Form 6-K identifi ed in

the prospectus as containing such financial statements, or (iii) through incorporation by reference of 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.

Form F-3 - Registration Statement - 2011 Page 10