Rule12g3-2SupportingStatement 11-08-2011

SUPPORTING STATEMENT FOR RULE 12g3-2

A.

Justification
1.

Circumstances Making the Collection of Information Necessary

The Securities Exchange Act of 1934 (“Exchange Act”) is intended to ensure that
secondary markets for publicly traded securities are fair and honest. The principal means
by which the Exchange Act carries out this purpose include regulation of broker-dealers,
registration of exchanged-traded and other securities, remedial provisions for fraud in
securities transactions and manipulation of regulated securities markets, and limits on the
extension of credit for securities purposes. In addition, they include issuer registration
and periodic reporting requirements prescribed by the Securities and Exchange
Commission (“Commission”) pursuant to its authority in Sections 12(b), 12(g), 13(a) and
15(d) of the Exchange Act.
Exchange Act Section 12(g)(3) provides that the Commission may exempt from
the registration requirements of Section 12(g)(1) any security of a foreign issuer if the
Commission finds that such exemption is in the public interest and is consistent with the
protection of investors. The Commission has exercised its authority under Section
12(g)(3) by providing an exemption from such requirements to a foreign private issuer
that provides certain information to the Commission that is publicly available in
accordance with the laws of the foreign jurisdiction in which the foreign private issuer is
domiciled, incorporated or organized, or the rules of the foreign stock exchange on which
its securities are traded, or that has been distributed or is required to be distributed to its
security holders (together the issuer’s “non-U.S. disclosure documents”), and that
otherwise satisfies other conditions as currently specified in Exchange Act Rule 12g3-2.
In 1992, the Commission received approval to use Forms 12-F and 12-FA to collect
the information required by Rule 12g3-2. Those forms were never adopted, however.
Therefore, the information required by Rule 12g3-2 currently is not submitted to the
Commission on a prescribed form.
2.

Purposes and Use of the Information Collection

The principal function of the Commission's forms, schedules and rules under the
securities laws' disclosure provisions is to make information available to investors. The
information required to be filed with and submitted to the Commission permits verification
of compliance with securities law requirements and assures the public availability and
dissemination of such information. Private contractors reproduce much of the submitted
information and provide it to private parties. Many other persons obtain information
directly from the Commission's files located in the Public Reference Room. Security
holders, investors, broker-dealers, investment banking firms, professional securities analysts

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and others can use this information to evaluate securities and make investment decisions
with respect to such securities.
3.

Consideration Given to Information Technology
The information required by Rule 12g3-2 is filed electronically using the EDGAR

system.
4.

Duplication of Information

The information required by Rule 12g3-2 is designed to provide investors in foreign
securities with information concerning such securities and the foreign issuer. This
information is not otherwise readily available in the United States.
5.

Reducing the Burden on Small Entities

There are no qualifications for use of Rule 12g3-2 based on size of the applying
foreign private issuer. Thus, the rules do not discriminate against small issuers.
6.

Consequences of Not Conducting Collection

Persons in the United States considering investment in securities issued by foreign
companies would find it more difficult and expensive to obtain the necessary information if
not required by the Commission.
7.

Special Circumstances
Not applicable.

8.

Consultations with Persons Outside the Agency

Before being adopted, Rule 12g3-2 was proposed for public comment. No
comments were received during the 60-day comment period prior to OMB’s review.
9.

Payments or Gift to Respondents
Not applicable.

10.

Confidentiality
Information submitted pursuant to Rule 12g3-2 is public.

11.

Sensitive Questions
Not applicable.

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12.

Estimate of Respondent Reporting Burden

We estimate that 1,386 respondents make submissions pursuant to Rule 12g3-2
approximately 12 times a year for a total of 16,632 responses annually. We estimate that it
takes an issuer 25% of the 8.9480516 hours per response (2.2370129 hours per response) to
provide the information required under Rule 12g3-2 for a total annual reporting burden of
37,206 hours (2.2370129 hour per response x 16,632 responses). The estimated burden
hours are made solely for purposes of the Paperwork Reduction Act. They are not derived
from a comprehensive or even a representative survey or study of the cost of Commission
rules and forms.
13.

Estimate of Total Annualized Cost Burden

We estimate that 75% of the 8.9480516 hours (6.7110387 outside hours) it takes to
provide the information required under Rule 12g3-2 is prepared by the issuer’s outside
counsel. We estimate that Rule 12g3-2 cost is $52.5009427 cost per hour ($52.5009427
cost per hour x 6.7110387 hours per response x 16,632 responses) for a total cost of
$5,860,050. The cost is not derived from a comprehensive or even a representative survey
or study of the cost of the Commission rules and forms.
14.

Costs to Federal Government
The estimated cost to the Commission of administering Rule 12g3-2 is $540.00.

15.

Reason for Changes in Burden
Not applicable.

16.

Information Collection Planned for Statistical Purposes
Not applicable.

17.

Displayed of OMB Approval Date

We request authorization to omit the expiration date on the electronic version of
this form for design and scheduling reasons. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

B.

Statistical Methods
Not applicable.