Form F-6.SupportingStatement.12-10-2014

SUPPORTING STATEMENT FOR FORM F-6

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities Act of 1933 ("Securities Act") is intended to provide full and fair
disclosure to investors about public securities offerings and to prevent fraud in connection with
such offerings. The principal means by which the Securities Act carries out this purpose is by
requiring the filing of registration statements in connection with offerings by issuers and their
control persons. Schedule A of the Securities Act mandates the general types of information that
must be disclosed in registration statements unless the Commission finds that such information is
inapplicable to certain classes of issuers. The Commission has authority, under Section 19 of the
Securities Act, to make rules governing registration statements to carry out the provisions of the
Securities Act. Registration statements are available for public inspection at the Commission
and part of the registration statement is required to be delivered to purchasers.
The Commission exercised its authority under the Securities Act to establish Form F-6
for the registration of American Depositary Receipts (“ADRs”) of foreign companies. An ADR
is a special type of security issued by a U.S. bank to designate custody of a specified amount of
securities issued by a foreign company that are deposited with the bank. ADRs are designed to
overcome numerous technical and administrative problems involved in holding foreign securities
in the United States, such as dividend collection. ADRs are merely substitute certificates for the
actual foreign security.
Form F-6 provides investors with information concerning a foreign company’s ADRs, as
disclosed in the deposit agreement, which must be attached as an exhibit to the Form F-6. The
disclosure items of Form F-6 reflect the Commission’s experience and best judgment as to what
information about an issuer and the deposit agreement should be required to be disclosed. Form
F-6 requires disclosure of information regarding the terms of the deposit agreement, the
depositary bank, fees charged, and a description of the ADR. No special information regarding
the foreign company is required to be prepared or disclosed, although the foreign company must
periodically furnish information to the Commission that is available for public inspection.
Form F-6 requires the filer to state that the issuer of the deposited securities is either
subject to reporting obligations under the Securities Exchange Act of 1934 (“Exchange Act”) or
is exempt from Exchange Act Section 12(g) registration pursuant to Exchange Act
Rule 12g3-2(b). The Commission amended Rule 12g3-2(b) to eliminate certain filing
requirements by enabling a foreign company to claim the Rule 12g3-2(b) exemption
automatically as long as it satisfies specified conditions. Those conditions include the
requirement that the issuer publish specified non-U.S. disclosure documents required to claim
and maintain the Rule 12g3-2(b) exemption on its Internet web site or through an electronic
information delivery system generally available to the public in its primary trading market. The
primary purpose of the amendments is to make it easier for U.S. investors to gain access to

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material non-U.S. disclosure documents and thereby improve the ability of U.S. investors to
make informed decisions regarding investing in a foreign company’s securities in the U.S. overthe-counter market or otherwise.
In conjunction with Rule 12g3-2(b), Form F-6 requires a registrant to state that the issuer
of the deposited securities, if not an Exchange Act reporting company, publishes information in
English required to maintain the Rule 12g3-2(b) exemption on the issuer’s Internet Web site or
through its primary trading market’s electronic information delivery system. The registrant is
required to disclose the address of the issuer’s Internet Web site or electronic information
delivery system.
2.

Purpose and Use of the Information Collection

The principal function of Commission forms and rules under the securities laws
disclosure provisions is to make information available to investors. The information required to
be filed with 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 filed information and provide it to private parities. Many
other persons obtain information directly from the Commission’s public files. This information
on Form F-6 can be used by security holders, investors, brokers, dealers, investment banking
firms, professional securities analysts and others in evaluating securities and making investment
decisions with respect to them. In addition, all investors benefit indirectly from submissions on
Form F-6, as direct users affect business and operations included in such filings, thereby causing
the market prices of the securities to reflect such information.
It should be noted that the Commission uses very little of the collected information itself
(except on an occasional basis in the enforcement of the securities laws). In this respect, these
information collections differ significantly from most other federal information collections,
which are primarily for the use of and benefit of the collecting agency.
3.

Consideration Given to Information Technology

Form F-6 is filed electronically using the Commission’s Electronic Data Gathering,
Analysis and Retrieval (EDGAR) system.
4.

Duplication of Information

Form F-6 is the document designed to provide investors in ADRs with information
concerning the deposit agreement and the foreign company. Information regarding the deposit
agreement is not available elsewhere.

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5.

Reducing the Burden on Small Entities

All filings on Form F-6 are prepared and filed by one of fewer than ten large banks that
act as depositories. None of these banks are considered small entities.
6

Consequences of Not Conducting Collection

Persons considering investment in securities represented by ADRs would not have
available relevant information concerning the deposit agreement or fees to which their ADRs
would be subject or information concerning the depository bank or the ADRs if this information
were not collected.
7

Special Circumstances

There are no special circumstances at this time.
8.

Consultations with Persons Outside the Agency

No comments were received for this request during the 60-day comment period prior to
OMB’s review for this submission.
9.

Payment or Gift to Respondents

Not applicable.
10.

Confidentiality

Form F-6 is a public document.
11.

Sensitive Questions

No information of a sensitive nature would be required under this collection of
information. The information collection collects basic Personally Identifiable Information (PII)
that may include name, business address, and residential address (for sole proprietor only),
telephone/cellular/facsimile number, email address, and Tax ID Number (TIN). The information
collection is covered under the System of Records Notices (SORN), which may be found at the
following link: http://www.sec.gov/about/privacy/sorn/secsorn1.pdf. The Privacy Impact
Assessment (PIA) is provided as a supplemental document.
12.

Estimate of Respondent Reporting Burden

Form F-6 takes approximately takes approximately 1.35 hour per response to prepare and
is filed by 525 respondents annually. We estimate that 25% of the 1.35 hour per response (0.338
hours) is prepared by the filer for a total annual reporting burden of 177 hours (0.338 hours per
response x 525 responses). The estimated burden hours are solely for the purpose of the

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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 1.35 hour per response (1.012 hours) is prepared by an
outside law firm hired by the company. We estimate that Form F-6 cost $400 per hour ($400 x
1.012 hours per response x 525 responses) for a total cost of $212,520. The estimated cost
burden is solely for the purposes of the Paperwork Reduction Act. The cost is not derived from a
comprehensive or even a representative survey or study of the cost of Commission rules and
forms.
14.

Costs to Federal Government

The annual cost of administering Form F-6 is estimated at $1,000.
15.

Reason for Change in Burden

The increase in burden of 8 hours and the increase in cost burden of $10,120 are due to an
increase in the number of Form F-6 filed with the Commission.
16.

Information Collection Planned for Statistical Purposes

Not applicable.
17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled version
release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

Not applicable.

B.

STATISTICAL METHODS
Not applicable.