Form F-3 - Registration Statement - 2011 (Page 7 of 13) in pdf

(iii) Securities of a majority-owned subsidiary that are a guarantee of:

(A) Non-convertible securities, other than common equity of the parent registrant being registered;

(B) Non-convertible securities, other than common equity, of another majority-owned subsidiary

being registered and the parent has provided a full and unconditional guarantee, as deﬁned in Rule 3-10 of Regulation S-X, of

the payment obligations on such non-convertible securities; or

(iv) Securities of a majority-owned subsidiary that meet the conditions of Transaction Requirement I.B.2. of

this Form (Primary Offerings of Non-Convertible Investment Grade Securities).

(d) Securities to be offered for the account of any person other than the issuer (“selling security holders”), provided that

the registration statement and the prospectus are not required to separately identify the selling security holders or the se-

curities to be sold by such persons until the ﬁling of a prospectus, prospectus supplement, posteffective amendment to the

registration statement, or report under the Exchange Act that is incorporated by reference into the registration statement and

prospectus, identifying the selling security holders and the amount of securities to be sold by each of them, and if included in

a report under the Exchange Act that is incorporated by reference, a prospectus or prospectus supplement is ﬁled, as required

by Rule 430B, pursuant to Rule 424(b)(7) (§230.424(b)(7) of this chapter).

2. The registrant pays the registration fee pursuant to Rules 456(b) and 457(r) or in accordance with Rule 456(a).

3. If the registrant is a majority-owned subsidiary, it is required to ﬁle and has ﬁled reports pursuant to Section 13 or Section

15(d) of the Exchange Act and satisﬁes the requirements of the Form with regard to incorporation by reference or information

about the majority-owned subsidiary is included in the registration statement (or a post-effective amendment to the registra-

tion statement).

4. The registrant may register additional securities or classes of its or its majority-owned subsidiaries’ securities on a post-

effective amendment pursuant to Rule 413(b) (§203.413(b) of this chapter).

5. An automatic shelf registration statement and post-effective amendment will become effective immediately pursuant to

Rule 462(e) and (f) (§230.462(e) and (f) of this chapter) upon ﬁ ling. All ﬁlings made on or in connection with automatic shelf

registration statements on this Form become public upon ﬁling with the Commission.

II. Application of General Rules and Regulations

A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly Regulation C (§230.400

et seq. of this chapter) thereunder. That Regulation contains general requirements regarding the preparation and fi ling

of registration statements.

B. Attention is directed to Regulation S-K (§229 of this chapter) and Form 20-F (§249.220f of this chapter) for the requirements

applicable to the content of registration statements under the Securities Act. Where this Form directs the Registrant to

furnish information required by Regulation S-K or Form 20-F and the Item of Regulation S-K or Form 20-F so provides,

information need only be furnished to the extent appropriate. Notwithstanding Items 501 and 502 of Regulation S-K, no

table of contents and cross-reference sheet are required to be included in the prospectus or the registration statement

prepared on this Form. In addition to the information expressly required to be included in a registration statement on

this Form F-3, registrants also may provide such other information as they deem appropriate.

C. Non-Automatic Shelf Registration Statements.

Where two or more classes of securities being registered on this Form pursuant to General Instruction I.B.1.or I.B.2. are

to be offered pursuant to Rule 415(a)(1)(x) (§230.415(a)(1)(x)), and where this Form is not an automatic shelf registration

statement,

Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all the securities

listed in the Fee Table. In this event, while the Fee Table would list each of the classes of securities being registered and the

aggregate proceeds to be raised, the Fee Table need not specify by each class information as to the amount to be registered,

proposed maximum offering price per unit, and proposed maximum aggregate offering price.

D. A registrant must file the Form F-3 registration statement in electronic format via the Commission’s Electronic Data

Form F-3 - Registration Statement - 2011 Page 7