Form F-3 SS (12-22-17)

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM F-3
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities Act of 1933 (the “Securities Act”) was enacted in order to provide
full and fair disclosure with respect to publicly offered securities and to prevent fraud in
connection with such offerings. The Securities Act carries out this purpose by requiring
the filing of a registration statement in connection with public distributions of securities
by issuers and their control persons. Schedule A of the Securities Act specifies the
general types of information that must be disclosed in registration statements filed with
the Securities and Exchange Commission (“Commission”). The Commission has
authority, under Section 19 of the Securities Act, to promulgate rules to carry out the
provisions of the Securities Act.
Form F-3 can be used by any foreign private issuer as defined in Rule 405 that
meets the form’s specified registrant requirements and transaction requirements to
register securities under the Securities Act of 1933. Also, majority-owned subsidiaries
that meet the form’s requirements may use Form F-3 to register securities under the
Securities Act of 1933.
2.

Purpose and Use of the Information Collection

The information collected is intended to ensure the adequacy of information
available to investors in connection with securities offerings.
3.

Consideration Given to Information Technology

Form F-3 is filed electronically using the Commission’s Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system.
4.

Duplication of Information

There is no alternative source of such investor-oriented information in this country
or provided in English by foreign issuers. In most cases, the disclosure documents of
foreign issuers required by foreign law are not directly comparable to the disclosure
documents of U.S. companies. By requiring foreign companies to report substantially the
same information as U.S. companies, investors have access to information that is
essential in making informed investment decisions.

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5.

Reducing the Burden on Small Entities

Small entities would be required to file Form F-3 provided they meet the
necessary eligibility requirements. Investors in small entities should have access to all
material information in order to evaluate a proposed offering of securities. The
Commission is unable to further simplify reporting requirements for small entities.
6.

Consequences of Not Conducting Collection
The objectives of the Securities Act would not be met.

7.

Special Circumstances
Not applicable.

8.

Consultations with Persons Outside the Agency

Form F-3 was proposed for public comment. No comments were received during
the 60-day comment period prior to OMB’s review of this submission.
9.

Payment or Gift to Respondents
Not applicable.

10.

Confidentiality
Form F-3 is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects basic
Personally Identifiable Information (PII) that may include a name and job title. However,
the agency has determined that the information collection does not constitute a system of
record for purposes of the Privacy Act. Information is not retrieved by a personal
identifier. In accordance with Section 208 of the E-Government Act of 2002, the agency
has conducted a Privacy Impact Assessment (PIA) of the EDGAR system, in connection
with this collection of information. The EDGAR PIA, published on January 29, 2016, is
provided as a supplemental document and is also available at
https://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that
Form F-3 takes approximately 167 hours per response to comply with the collection of
information requirements and is filed by 112 respondents. We derived our burden hour
estimates by estimating the average number of hours it would take an issuer to compile
the necessary information and data, prepare and review disclosure, file documents and
retain records. In connection with rule amendments to the form, we occasionally receive
PRA estimates from public commenters about incremental burdens that are used in our
burden estimates. We believe that the actual burdens will likely vary among individual
issuers based on the nature of their operations. We further estimate that 25% of the
collection of information burden is carried by the foreign private issuer internally and that
75% of the burden of preparation is carried by outside professionals retained by the
foreign private issuer. Based on our estimates, we calculated the total reporting burden to
be 4,676 hours ((25% x 167 hours per response) x 112 responses). For administrative
convenience, the presentation of the totals related to the paperwork burden hours have
been rounded to the nearest whole number and the cost totals have been rounded to the
nearest dollar.
13.

Estimate of Total Annualized Cost Burden

We estimate that 75% of the 167 hours per response (125.25 hours) is prepared by
an outside law firm hired by the company. We estimate that it will cost $400 per hour
($400 x 125.25 hours per response x 112 responses) for a total cost burden of $5,611,200.
We estimate an hourly cost of $400 for outside legal and accounting services used in
connection with public company reporting. This estimate is based on our consultations
with registrants and professional firms who regularly assist registrants in preparing and
filing disclosure documents with the Commission. Our estimates reflect average burdens,
and therefore, some companies may experience costs in excess of our estimates and some
companies may experience costs that are lower than our estimates. For administrative
convenience, the presentation of the totals related to the paperwork burden hours have
been rounded to the nearest whole number and the cost totals have been rounded to the
nearest dollar. The cost estimate is made solely for the purpose of the Paperwork
Reduction Act.
14.

Costs to Federal Government
The estimated cost is approximately $60,000.

15.

Reason for Change in Burden

The increase of 209 burden hours and increase of $250,500 in cost burden is due
to an increase in the number of Form F-3s filed with the Commission.

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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.