Form F-3 - Registration Statement - 2011 (Page 5 of 13) in pdf

3. Transactions Involving Secondary Offerings. Outstanding securities to be offered for the account of any person other

than the issuer, including securities acquired by standby underwriters in connection with the call or redemption

by the issuer of warrants or a class of convertible securities. In the case of such securities, the fi nancial statements

included in this registration statement may comply with Item 17 or 18 of Form 20-F for a registrant’s fi scal years

ending before December 15, 2011; and for the registrant’s fiscal years ending on or after December 15, 2011, the

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

Form F-3 may be used by affiliates to register securities for resale pursuant to the conditions specified in General

Instruction C to Form S-8 (§239.16b of this chapter). In the case of such securities, the financial statements included

in this registration statement must comply with Item 18 of Form 20-F (§249.220f of this chapter).

Rights Offerings, Dividend or Interest Reinvestment Plans, and Conversions or Warrants. Securities to be off ered:

(a) upon the exercise of outstanding rights granted by the issuer of the securities to be offered, if such rights are

granted pro rata to all existing security holders of the class of securities to which the rights attach; or (b) pursuant to

a dividend or interest reinvestment plan; or (c) upon the conversion of outstanding convertible securities or upon

the exercise of outstanding transferable warrants issued by the issuer of the securities to be offered, or by an affi liate

of such issuer. In the case of securities registered pursuant to this paragraph, the financial statements included in

this registration statement may comply with Item 17 or 18 of Form 20-F for the registrant’s fiscal years ending before

December 15, 2011; and for the registrant’s fiscal years ending on or after December 15, 2011, the fi nancial statements

included in this registration statement must comply with Item 18 of Form 20-F. The registration of securities to be

offered or sold in a standby underwriting in the United States or similar arrangement is not permitted pursuant to

this paragraph. See paragraphs B.1., B.2., and B.3. of this Instruction.

5. Limited Primary Offerings by Certain Other Registrants. Securities to be offered for cash by or on behalf of a

registrant; provided that:

(a) the aggregate market value of securities sold by or on behalf of the registrant pursuant to this Instruction I.B.5.

during the period of 12 calendar months immediately prior to, and including, the sale is no more than one-third

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

the registrant;

(b) the registrant is not a shell company (as defined in §230.405 of this chapter) and has not been a shell

company for at least 12 calendar months previously and if it has been a shell company at any time previously,

has filed current Form 10 information with the Commission at least 12 calendar months previously reflecting its

status as an entity that is not a shell company; and

echange.

Instructions.

1. “Common equity” is as deﬁned in Securities Act Rule 405 (§230.405 of this chapter). For purposes of computing the ag-

gregate market value of the registrant’s outstanding voting and non-voting common equity pursuant to General Instruction

I.B.5., registrants shall use 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 sale. See

the deﬁnition of “afﬁliate” in Securities Act Rule 405 (§230.405 of this chapter).

2. For purposes of computing the aggregate market value of all securities sold by or on behalf of the registrant in offerings

pursuant to General Instruction I.B.5. during any period of 12 calendar months, registrants shall aggregate the gross proceeds

of such sales; provided, that, in the case of derivative securities convertible into or exercisable for

shares of the registrant’s common equity, registrants shall calculate the aggregate market value of any underlying equity

shares in lieu of the market value of the derivative securities. The aggregate market value of the underlying equity shall be

calculated by multiplying the maximum number of common equity shares into which the derivative

securities are convertible or for which they are exercisable as of a date within 60 days prior to the date of sale, by the same

per share market price of the registrant’s equity used for purposes of calculating the aggregate market value of the registrant’s

outstanding voting and non-voting common equity pursuant to Instruction 1 to General Instruction

I.B.5. If the derivative securities have been converted or exercised, the aggregate market value of the underlying equity shall

Form F-3 - Registration Statement - 2011 Page 5

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