Form F-3 - Registration Statement - 2011 (Page 4 of 13) in pdf

required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the

twelve calendar months and any portion of a month immediately preceding the filing of the registration statement

on this Form (or for such shorter period of time that the registrant was required to submit and post such fi les).

B. Transaction Requirements

Security offerings meeting any of the following conditions and made by registrants meeting the Registrant

Requirements

above may be registered on this Form:

Primary Offerings by Certain Registrants. Securities to be offered for cash by or on behalf of a registrant, provided

that the aggregate market value worldwide of the voting and non-voting common equity held by non-affi liates of

the registrant is the equivalent of $75 million or more. In the case of securities registered pursuant to this paragraph,

the financial statements included in this registration statement must comply with Item 18 of Form 20-F.

Instruction.

For the purposes of this Form, “common equity” is as defined in Securities Act Rule 405 (§230.405 of this chapter). The

aggregate market value of the registrant’s outstanding voting and non-voting common equity shall be computed

by use of the price at which the common equity was last sold, or the average of the bid and asked prices of such

common equity, in the principal market for such common equity as of a date within 60 days prior to the date of

filing. See the defi nition of “affiliate” in Securities Act Rule 405.

Primary offerings of non-convertible securities other than common equity. Non-convertible securities, other than

common equity, to be offered for cash by or on behalf of a registrant, provided the registrant:

(i) Has issued (as of a date within 60 days prior to the filing of the registration statement) at least $1 billion in non-

convertible securities, other than common equity, in primary offerings for cash, not exchange, registered under the

Securities Act, over the prior three years; or

(ii) Has outstanding (as of a date within 60 days prior to the filing of the registration statement) at least $750 million of

non-convertible securities, other than common equity, issued in primary offerings for cash, not exchange, registered

under the Securities Act of 1933 (15 U.S.C. 77a); or

(iii) Is a wholly-owned subsidiary of a well-known seasoned issuer (as defined in 17 CFR 230.405); or

(iv) Is a majority-owned operating partnership of a real estate investment trust that qualifies as a well-known

seasoned issuer (as defined in 17 CFR 230.405); or

(v) Discloses in the registration statement that it has a reasonable belief that it would have been eligible to use

Form F-3 as of September 1, 2011 because it is registering a primary offering of non-convertible investment grade

securities, discloses the basis for such belief, and files a final prospectus for an offering pursuant to such registration

statement on Form F-3 on or before September 2, 2014.

Instruction to paragraph (b)(2). For purposes of paragraph (b)(2)(i) of this section, an insurance company, as defi ned

in Section 2(a)(13) of the Securities Act of 1933 (15 U.S.C. 77b(a)(13)), when using this Form F-3 to register off erings of

securities subject to regulation under the insurance laws of any State or Territory of the United States or the District

of Columbia (“insurance contracts”), may include purchase payments or premium payments for insurance contracts,

including purchase payments or premium payments for variable insurance contracts (not including purchase payments

or premium payments initially allocated to investment options that are not registered under the Securities Act of

1933 (15 U.S.C. 77a)), issued in offerings registered under the Securities Act of 1933 over the prior three years. For

purposes of paragraph (b)(ii) of this section, an insurance company, as defined in Section 2(a)(13) of the Securities

Act of 1933, when using this Form F-3 to register offerings of insurance contracts, may include the contract value,

as of the measurement date, of any outstanding insurance contracts, including variable insurance contracts (not

including the value allocated as of the measurement date to investment options that are not registered under the

Securities Act of 1933), issued in offerings registered under the Securities Act of 1933.

Form F-3 - Registration Statement - 2011 Page 4