Form F-3 - Registration Statement - 2011 (Page 8 of 13) in pdf

Gathering and Retrieval System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part

232), except that a registrant that has obtained a hardship exception under Regulation S-T Rule 201 or 202 (17 CFR

232.201 or 232.202) may file the registration statement in paper. For assistance with technical questions about EDGAR

or to request an access code, call the EDGAR Filer Support Office at (202) 551-8900. For assistance with questions about

the EDGAR rules, call the Office of EDGAR and Information Analysis at (202) 551-3610.

E. The Form F-3 registration statement must be in the English language, as required by Regulation S-T Rule 306 (17 CFR

232.306) for electronic filings and Securities Act Rule 403(c) (17 CFR 230.403(c)), generally. If the registration statement

requires the inclusion, as an exhibit or attachment, of a document that is in a foreign language, the registrant must

provide instead either an English translation or an English summary of the foreign language document in accordance

with Securities Act Rule 403(c) (17 CFR 230.403(c)) for both electronic and paper filings. The registrant may submit a copy

of the unabridged foreign language document along with the English translation or English summary as permitted by

Regulation S-T Rule 306(b) (17 CFR 232.306(b)) for electronic filings or by Securities Act Rule 403(c)(4) (17 CFR 230.403(c)

(4)) for paper fi lings.

F. Automatic Shelf Registration Statements.

Where securities are being registered on this Form pursuant to General Instruction I.C., Rule 456(b) permits, but does

not require, the registrant to pay the registration fee on a pay-as-you-go basis and Rule 457(r) permits, but does not require,

the registration fee to be calculated on the basis of the aggregate offering price of the securities to be offered in an offering or

offerings off the registration statement. If a registrant elects to pay all or a portion of the registration fee on a deferred basis,

the Fee Table in the initial ﬁling must identify the classes of securities being registered and provide that the registrant elects

to rely on Rule 456(b) and Rule 457(r), but the Fee Table

does not need to specify any other information.When the registrant amends the Fee Table in accordance with Rule

456(b)(1)(ii), the amended Fee Table must include either the dollar amount of securities being registered if paid in advance

of or in connection with an offering or offerings or the aggregate offering price for all classes of securities referenced in the

offerings and the applicable registration fee.

G. Information in Automatic and Non-Automatic Shelf Registration Statement.

Where securities are being registered on this Form pursuant to General Instruction I.A.5, I.B.1, I.B.2, or I.C., information

is only required to be furnished as of the date of initial effectiveness of the registration statement to the extent required by

Rule 430A or Rule 430B. Required information about a speciﬁc transaction must be included in the prospectus in the regis-

tration statement by means of a prospectus that is deemed to be part of and included in the registration statement pursuant to

Rule 430A or Rule 430B, a post-effective amendment to the registration statement, or an Exchange Act report incorporated

by reference into the registration statement and the prospectus and identiﬁed in a prospectus ﬁled, as required by Rule 430B,

pursuant to Rule 424(b) (§230.424 (b) of this chapter).

H. Selling Security Holder Offerings.

Where a registrant eligible to register primary offerings on this Form pursuant to General Instruction I.B.1 registers secu-

rities offerings on this Form pursuant to General Instruction I.B.1 or I.B.3 for the account of persons other than the registrant,

if the offering of the securities, or securities convertible into such securities, that are being registered on behalf of the selling

security holders was completed and the securities, or securities convertible into such securities, were issued and outstanding

prior to the original date of ﬁling the registration statement covering the resale of the securities, the registrant may, as permit-

ted by Rule 430B(b), in lieu of identifying selling security holders prior to effectiveness of the resale registrationstatement,

refer to unnamed selling security holders in a generic manner by identifying the initial transaction in which the securities

were sold. Following effectiveness, the registrant must include in a prospectus ﬁled pursuant to Rule 424(b)(7), a post-effec-

tive amendment to the registration statement, or an Exchange Act report incorporated by reference into the prospectus that

is part of the registration statement (which Exchange Act report is identiﬁed in a prospectus ﬁled, as required by Rule 430B,

pursuant to Rule 424(b)(7)), the names of previously unidentiﬁed selling security holders and amounts of securities that they

intend to sell. If this Form is being ﬁled pursuant to General Instruction I.C. by a well-known seasoned issuer to register

securities being offered for

the account of persons other than the issuer, the registration statement and the prospectus included in the registration state-

ment do not need to designate the securities that will be offered for the account of such persons, identify them, or identify the

initial transaction in which the securities, or securities convertible into such securities, were sold until the

Form F-3 - Registration Statement - 2011 Page 8

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