Form F-7 - Registration Statement Under The Securities Act Of 1933 (Page 3 of 7) in pdf

(3) the successor Registrant has been subject to such continuous disclosure requirements and listing requirements since

the business combination, and is currently in compliance with its obligations thereunder.

D. The rights in connection with the transaction granted to securityholders that are U.S. holders shall be granted upon terms

and conditions not less favorable than those extended to any other holder of the same class of securities. The securities

offered or sold upon exercise of rights granted to U.S. holders may not be registered on this Form if such rights are

transferable other than in accordance with Regulation S under the Securities Act.

Instruction. For purposes of this Form, the term “U.S. holder” shall mean any person whose address appears on the

records of the Registrant, any voting trustee, any depositary, any share transfer agent or any person acting on behalf of

the Registrant as being located in the United States.

This Form shall not be used if the Registrant is an investment company registered or required to be registered under the

Investment Company Act of 1940.

II. Application of General Rules and Regulations

A. The Rules comprising Regulation C under the Securities Act shall not apply to filings on this Form unless specifically

referred to in this Form. Instead, the rules and regulations applicable in the home jurisdiction regarding form and method

of preparation of disclosure documents shall apply to filings on this Form. Securities Act rules and regulations other than

Regulation C apply to filings on this Form unless specifically excluded in this Form.

B. Rule 408 under the Securities Act, which provides that in addition to the information expressly required to be included

in the registration statement, there shall be added such further material information, if any, as may be necessary to make

the required statements, in light of the circumstances under which they are made, not misleading, shall apply to filings

on this Form.

C. A registrant must file the registration statement in electronic format via the Commission’s Electronic Data Gathering,

Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part

232). For assistance with technical questions about EDGAR or to request an access code, call the EDGAR Filer Support

Office at (202) 942-8900. For assistance with the EDGAR rules, call the Office of EDGAR and Information Analysis

at (202) 942-2940.

If filing the registration statement in paper under a hardship exemption in Rule 201 or 202 of Regulation S-T (17 CFR

232.201 or 232.202), or as otherwise permitted, a registrant must file with the Commission at its principal office five

copies of the complete registration statement and any amendments, including exhibits and all other documents filed as

a part of the registration statement or amendment. The registrant must bind, staple or otherwise compile each copy in one

or more parts without stiff covers. The registrant must further bind the registration statement or amendment on the side

or stitching margin in a manner that leaves the reading matter legible. The registrant must provide three additional copies

of the registration statement or amendment without exhibits to the Commission.

D. Any amendment to a registration statement on this Form shall be filed under cover of an appropriate facing sheet, shall

be numbered consecutively in the order in which filed, and shall indicate on the facing sheet the applicable registration

form on which the amendment is prepared and the file number of the registration statement.

If, however, an amendment to the home jurisdiction document(s) is filed after effectiveness of this registration statement

that increases the number of securities that may be sold, in lieu of filing a post-effective amendment hereto, a new

registration statement shall be filed on this Form. As provided in Rule 429, the prospectus included in the new registration

statement shall be deemed to include a prospectus covering unsold securities registered previously. If this is the case,

the following legend shall appear at the bottom of the facing page of the registration statement:

“Pursuant to Rule 429 under the Securities Act, the prospectus contained in this

registration statement relates to registration statement[s] 33-[insert file number[s]

of previous registration statement[s]].”

An electronic filer must provide the signatures required for the registration statement or amendment in accordance with

Regulation S-T Rule 302 (17 CFR 232.302). A registrant filing in paper must have at least one copy of the registration

statement or amendment signed in accordance with Securities Act Rule 402(e) (17 CFR 230.402(e)) by the persons whose

signatures are required for this registration statement. A registrant must also conform the unsigned copies.

Form F-7 - Registration Statement Under The Securities Act Of 1933 Page 3

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