Form F-1 - Registration Statement Under The Securities Act Of 1933 (Page 2 of 7) in pdf

GENERAL INSTRUCTIONS

Eligibility Requirements for Use of Form F-1

A. Form F-1 shall be used for registration under the Securities Act of 1933 (“Securities Act”) of securities of all foreign private

issuers as defined in Rule 405 (§230.405 of this chapter) for which no other form is authorized or prescribed.

In addition, this form shall not be used for an offering of asset-backed securities, as defined in 17 CFR 229.1101.

B. If a registrant is a majority-owned subsidiary, which does not itself meet the conditions of these eligibility requirements, it shall

nevertheless be deemed to have met such conditions if its parent meets the conditions and if the parent fully guarantees the

securities being registered as to principal and interest. Note: In such an instance the parent-guarantor is the issuer of a separate

security consisting of the guarantee which must be concurrently registered but may be registered on the same registration

statement as are the guaranteed securities. Both the parent-guarantor and the subsidiary shall each disclose the information

required by this Form as if each were the only registrant except that if the subsidiary will not be eligible to file annual reports

on Form 20-F after the effective date of the registration statement, then it shall disclose the information specified in Forms

S-1 (§239.11 of this chapter). Rule 3-10 of Regulation S-X (§210.3-10 of this chapter) specifies the financial statements

required.

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 filing of

registration statements.

B. Attention is directed to Regulation S-K (§229.22 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.

III. Exchange Offers

If any of the securities being registered are to be offered in exchange for securities of any other issuer the prospectus shall also

include the information which would be required by Item 11 if the securities of such other issuer were registered on this Form. If

such other issuer is not eligible to use this Form F-1, then the prospectus shall include the information which would be required by

Item 11 of Form S-1 (§239.11 of this chapter) if the securities of such other issuer were being registered on Form S-1. There shall

also be included the information concerning such securities of such other issuer which would be called for by Item 9 if such securities

were being registered. In connection with this instruction, reference is made to Rule 409 (§229.501 of this chapter).

IV. Roll-up Transactions

If the securities to be registered on this Form will be issued in a roll-up transaction as defined in Item 901(c) of Regulation

S-K (17 CFR 229.901(c)), attention is directed to the requirements of Form S-4 applicable to roll-up transactions, including, but

not limited to, General Instruction I.

V. Registration of Additional Securities

With respect to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act, the

registrant may file a registration statement consisting only of the following: the facing page; a statement that the contents of the

earlier registration statement, identified by file number, are incorporated by reference; required opinions and consents; the signature

page; and any price-related information omitted from the earlier registration statement in reliance on Rule 430A that the registrant

chooses to include in the new registration statement. The information contained in such a Rule 462(b) registration statement shall

be deemed to be a part of the earlier registration statement as of the date of effectiveness of the Rule 462(b) registration statement.

Any opinion or consent required in the Rule 462(b) registration statement may be incorporated by reference from the earlier

registration statement with respect to the offering, if: (i) such opinion or consent expressly provides for such incorporation; and (ii)

such opinion relates to the securities registered pursuant to Rule 462(b). See Rule 411(c) and Rule 439(b) under the Securities Act.

Form F-1 - Registration Statement Under The Securities Act Of 1933 Page 2