Form SEC 1983 SEC 1983 Form F-3 - Registration Statement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specifed in its charter)

(Translation of Registrant's name into English)

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identifcation Number)

(Address and telephone number of Registrant’s principal executive ofces)

(Name, address, and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public
If only securities being registered on this Form are being ofered pursuant to dividend or interest reinvestment plans, please
check the following box.
If any of the securities being registered on this Form are to be ofered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box.
If this Form is fled to register additional securities for an ofering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier efective registration statement
for the same ofering.

If this Form is a post-efective amendment fled pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier efective registration statement for the same ofering.
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

SEC 1983 (05-19)

Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.

Indicate by check mark whether the registrant is an emerging growth company as defned in Rule 405 of the
Securities Act of 1933.
Emerging growth company
If an emerging growth company that prepares its fnancial statements in accordance with U.S. GAAP, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised fnancial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act .
† The term “new or revised fnancial accounting standard” refers to any update issued by the Financial Accounting
Standards Board to its Accounting Standards Codifcation after April 5, 2012.

CALCULATION OF REGISTRATION FEE
Title of each
class of securities
to be registered

Amount to be
registered

Proposed maximum
aggregate price
per unit

Proposed maximum
aggregate ofering
price

Amount of
registration fee

Notes to the “Calculation of Registration Fee” Table (“Fee Table”):
1. Specific details relating to the fee calculation shall be furnished in notes to the Fee Table, including references to provisions of Rule 457 (§230.457 of this chapter) relied upon, if the basis of the calculation is not otherwise evident from the
information presented in the Fee Table.
2. If the filing fee is calculated pursuant to Rule 457(o) under the Securities Act, only the title of the class of securities to
be registered, the proposed maximum aggregate offering price for that class of securities, and the amount of registration fee
need to appear in the Fee Table. Where two or more classes of securities are being registered pursuant to General Instruction
II.C., however, the Fee Table need only specify the maximum aggregate offering price for all classes; the Fee Table need not
specify by each class the proposed maximum aggregate offering price (see General Instruction II.C.).
3. If the filing fee is calculated pursuant to Rule 457(r) of this chapter) under the Securities Act, the Fee Table must state that
it registers an unspecified amount of securities of each identified class of securities and must provide that the issuer is relying
on Rule 456(b) and Rule 457(r). If the Fee Table is amended in a post-effective amendment to the registration statement or in
a prospectus filed in accordance with Rule 456(b)(1)(ii) (§230.456(b)(1)(ii) of this chapter), the Fee Table must specify theaggregate offering price for all classes of securities in the referenced offering or offerings and the applicable registration fee.
4. Any difference between the dollar amount of securities registered for such offerings and the dollar amount of securities
sold may be carried forward on a future registration statement pursuant to Rule 457 under the Securities Act.

GENERAL INSTRUCTIONS
I.

Eligibility Requirements for Use of Form F-3

This instruction sets forth registrant requirements and transaction requirements for the use of Form F-3. Any foreign
private issuer, as defned in Rule 405 (§230.405 of this chapter), which meets the requirements of I.A. below (the “Registrant
Requirements”)
may use this Form for the registration of securities under the Securities Act of 1933 (the “Securities Act”) which are offered
in any transaction specified in I.B. below (the “Transaction Requirements”), provided that the requirements applicable to the
specified Transaction are met. With respect to majority-owned subsidiaries, see Instruction I.A.5 below. With respect to wellknown seasoned issuers and majority-owned subsidiaries of well-known seasoned issuers, see Instruction I.C. below.
In addition, this Form shall not be used for an offering of asset-backed securities, as defined in 17 CFR 229.1101.
A. Registrant Requirements
Except as set forth below, all registrants must meet the following conditions in order to use this Form F-3 for registration
under the Securities Act of securities ofered in the transactions specifed in I.B. below:

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1.

The registrant has a class of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934
(the “Exchange Act”) or has a class of equity securities registered pursuant to Section 12(g) of the Exchange Act or
is required to fle reports pursuant to Section 15(d) of the Exchange Act and has fled at least one annual report on
Form 20-F, on Form 10-K, or, in the case of registrants described in General Instruction A(2) of Form 40-F, on Form
40-F under the Exchange Act.

2.

The registrant: (a) has been subject to the requirements of Section 12 or 15(d) of the Exchange Act and has fled
all the material required to be fled pursuant to Sections 13, 14 or 15(d) of the Exchange Act for a period of at least
twelve calendar months immediately preceding the fling of the registration statement on this Form; and (b) has fled
in a timely manner all reports required to be fled during the twelve calendar months and any portion of a month
immediately preceding the fling of the registration statement and, if the registrant has used (during those twelve
calendar months and that portion of a month) Rule 12b-25(b) (§240.12b-25(b) of this chapter) under the Exchange
Act with respect to a report or a portion of a report, that report or portion thereof has actually been fled within the
time period prescribed by the Rule.

3.

Neither the registrant nor any of its consolidated or unconsolidated subsidiaries have, since the end of their last
fscal year for which certifed fnancial statements of the registrant and its consolidated subsidiaries were included
in a report fled pursuant to Section 13(a) or 15(d) of the Exchange Act: (a) failed to pay any dividend or sinking fund
installment on preferred stock; or (b) defaulted (i) on any installment or installments on indebtedness for borrowed
money, or (ii) on any rental on one or more long term leases, which defaults in the aggregate are material to the
fnancial position of the registrant and its consolidated and unconsolidated subsidiaries, taken as a whole.

4.

If the registrant is a successor registrant, it shall be deemed to have met conditions l, 2 and 3 above if: (a) its
predecessor and it, taken together, do so, provided that the succession was primarily for the purpose of changing
the state or other jurisdiction of incorporation of the predecessor or forming a holding company and that the assets
and liabilities of the successor at the time of succession were substantially the same as those of the predecessor;
or (b) all predecessors met the conditions at the time of succession and the registrant has continued to do so since
the succession.

5.

Majority-owned Subsidiaries. If a registrant is a majority-owned subsidiary, security oferings may be registered on
this Form if:
(i) the registrant-subsidiary itself meets the Registrant Requirements and the applicable Transaction Requirement;
(ii) the parent of the registrant-subsidiary meets the Registrant Requirements and the conditions of Transaction
Requirement B.2. (Oferings of Certain Debt or Preferred Securities) are met;
(iii) the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction
Requirement, and provides a full and unconditional guarantee, as defned in Rule 3-10 of Regulation S-X
(§210.3-10 of this chapter), of the payment obligations on the securities being registered, and the securities
being registered are non-convertible securities, other than common equity;

(iv) the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction
Requirement, and the securities of the registrantsubsidiary being registered are full and unconditional
guarantees, as defined in Rule 3-10 of Regulation S-X, of the payment obligations on the parent’s non-convertible securities,
other than common equity, being registered; or
(v) the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction
Requirement, and the securities of the registrantsubsidiary being registered are guarantees of the payment
obligations on the nonconvertible securities, other than common equity, being registered by another majorityowned subsidiary of the parent where the parent provides a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X, of
such non-convertible securities.
Note: In the situation described in paragraphs I.A.5(iii), I.A.5(iv), and I.A.5(v) above, the parent or majority-owned subsidiary 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 non-convertible securities. Both the parent or majorityowned subsidiary shall each disclose the information required by this Form as if each were the only registrant except that if
the majority-owned subsidiary will not be eligible to file annual reports on Form 20-F or Form 40-F after the effective date of
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the registration statement, then it shall disclose the information specified in Form S-3. Rule 3-10 of Regulation S-X specifies
the financial statements required.

6.

Electronic flings. In addition to satisfying the foregoing conditions, a registrant subject to the electronic fling
requirements of Rule 101 of Regulation S-T (§§232.101 of this chapter) shall have:
(i) Filed with the Commission all required electronic flings, including electronic copies of documents submitted
in paper pursuant to a hardship exemption as provided by Rule 201 or Rule 202(d) of Regulation S-T (§232.201 or
§232.202(d) of this chapter); and
(ii) Submitted electronically to the Commission all Interactive Data Files required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the twelve calendar months and any portion of a month
immediately preceding the fling of the registration statement on this Form (or for such shorter period of time that
the registrant was required to submit such fles).

B.

Transaction Requirements

Security oferings meeting any of the following conditions and made by registrants meeting the Registrant
Requirements
above may be registered on this Form:
1.

Primary Oferings by Certain Registrants. Securities to be ofered for cash by or on behalf of a registrant, provided
that the aggregate market value worldwide of the voting and non-voting common equity held by non-afliates of
the registrant is the equivalent of $75 million or more. In the case of securities registered pursuant to this paragraph,
the fnancial statements included in this registration statement must comply with Item 18 of Form 20-F.
Instruction.
For the purposes of this Form, “common equity” is as defned in Securities Act Rule 405 (§230.405 of this chapter). The
aggregate market value of the registrant’s outstanding voting and non-voting common equity shall be computed
by use of the price at which the common equity was last sold, or the average of the bid and asked prices of such
common equity, in the principal market for such common equity as of a date within 60 days prior to the date of
fling. See the defnition of “afliate” in Securities Act Rule 405.

2.

Primary Oferings of Non-Convertible Securities Other than Common Equity. Non-convertible securities, other than
common equity, to be ofered for cash by or on behalf of a registrant, provided the registrant:
(i) has issued (as of a date within 60 days prior to the fling of the registration statement) at least $1 billion in nonconvertible securities, other than common equity, in primary oferings for cash, not exchange, registered under the
Securities Act, over the prior three years; or
(ii) has outstanding (as of a date within 60 days prior to the fling of the registration statement) at least $750 million of
non-convertible securities, other than common equity, issued in primary oferings for cash, not exchange, registered
under the Securities Act; or
(iii) is a wholly-owned subsidiary of a well-known seasoned issuer (as defned in 17 CFR 230.405); or
(iv) is a majority-owned operating partnership of a real estate investment trust that qualifes as a well-known seasoned
issuer (as defned in 17 CFR 230.405).

Instruction to paragraph (b)(2). For purposes of paragraph (b)(2)(i) of this section, an insurance company, as defned in Section
2(a)(13) of the Securities Act of 1933 (15 U.S.C. 77b(a)(13)), when using this Form F-3 to register oferings of securities
subject to regulation under the insurance laws of any State or Territory of the United States or the District of Columbia
(“insurance contracts”), may include purchase payments or premium payments for insurance contracts, including
purchase payments or premium payments for variable insurance contracts (not including purchase payments or
premium payments initially allocated to investment options that are not registered under the Securities Act of
1933 (15 U.S.C. 77a)), issued in oferings registered under the Securities Act of 1933 over the prior three years. For
purposes of paragraph (b)(ii) of this section, an insurance company, as defned in Section 2(a)(13) of the Securities
Act of 1933, when using this Form F-3 to register oferings of insurance contracts, may include the contract value,
as of the measurement date, of any outstanding insurance contracts, including variable insurance contracts (not
including the value allocated as of the measurement date to investment options that are not registered under the

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Securities Act of 1933), issued in oferings registered under the Securities Act of 1933.

3.

Transactions Involving Secondary Oferings. Outstanding securities to be ofered for the account of any person other
than the issuer, including securities acquired by standby underwriters in connection with the call or redemption
by the issuer of warrants or a class of convertible securities. The fnancial statements included in this registration
statement must comply with Item 18 of Form 20-F. In addition, Form F-3 may be used by afliates to register securities
for resale pursuant to the conditions specifed in General Instruction C to Form S-8 (§239.16b of this chapter). In the
case of such securities, the fnancial statements included in this registration statement must comply with Item 18
of Form 20-F (§249.220f of this chapter).
4. Rights Oferings, Dividend or Interest Reinvestment Plans, and Conversions or Warrants. Securities to be ofered:
(a) upon the exercise of outstanding rights granted by the issuer of the securities to be ofered, if such rights are
granted pro rata to all existing security holders of the class of securities to which the rights attach; or (b) pursuant to
a dividend or interest reinvestment plan; or (c) upon the conversion of outstanding convertible securities or upon
the exercise of outstanding transferable warrants issued by the issuer of the securities to be ofered, or by an afliate
of such issuer. The fnancial statements included in this registration statement must comply with Item 18 of Form
20-F. The registration of securities to be ofered or sold in a standby underwriting in the United States or similar
arrangement is not permitted pursuant to this paragraph. See paragraphs B.1., B.2., and B.3. of this Instruction.
5. Limited Primary Oferings by Certain Other Registrants. Securities to be ofered for cash by or on behalf of a
registrant; provided that:
(a) the aggregate market value of securities sold by or on behalf of the registrant pursuant to this Instruction I.B.5.
during the period of 12 calendar months immediately prior to, and including, the sale is no more than one-third
of the aggregate market value worldwide of the voting and non-voting common equity held by non-afliates of
the registrant;
(b) the registrant is not a shell company (as defned in §230.405 of this chapter) and has not been a shell
company for at least 12 calendar months previously and if it has been a shell company at any time previously,
has fled current Form 10 information with the Commission at least 12 calendar months previously refecting its
status as an entity that is not a shell company; and
(c) the registrant has at least one class of common equity securities listed and registered on a national securities
echange.
Instructions.
1. “Common equity” is as defined in Securities Act Rule 405 (§230.405 of this chapter). For purposes of computing the aggregate market value of the registrant’s outstanding voting and non-voting common equity pursuant to General Instruction
I.B.5., registrants shall use the price at which the common equity was last sold, or the average of the bid and asked prices of
such common equity, in the principal market for such common equity as of a date within 60 days prior to the date of sale. See
the definition of “affiliate” in Securities Act Rule 405 (§230.405 of this chapter).
2. For purposes of computing the aggregate market value of all securities sold by or on behalf of the registrant in offerings
pursuant to General Instruction I.B.5. during any period of 12 calendar months, registrants shall aggregate the gross proceeds
of such sales; provided, that, in the case of derivative securities convertible into or exercisable for
shares of the registrant’s common equity, registrants shall calculate the aggregate market value of any underlying equity
shares in lieu of the market value of the derivative securities. The aggregate market value of the underlying equity shall be
calculated by multiplying the maximum number of common equity shares into which the derivative
securities are convertible or for which they are exercisable as of a date within 60 days prior to the date of sale, by the same
per share market price of the registrant’s equity used for purposes of calculating the aggregate market value of the registrant’s
outstanding voting and non-voting common equity pursuant to Instruction 1 to General Instruction
I.B.5. If the derivative securities have been converted or exercised, the aggregate market value of the underlying equity shall
be calculated by multiplying the actual number of shares into which the securities were converted or received upon exercise,
by the market price of such shares on the date of conversion or exercise.
3. If the aggregate market value of the registrant’s outstanding voting and nonvoting common equity computed pursuant to
General Instruction I.B.5. equals or exceeds $75 million subsequent to the effective date of this registration statement, then
the onethird limitation on sales specified in General Instruction I.B.5(a) shall not apply to additional sales made pursuant to
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this registration statement on or subsequent to such date and instead the registration statement shall be considered filed pursuant to General Instruction I.B.1.
4. The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.210 or 249.220f
of this chapter), as applicable to the registrant, to register under the Securities Exchange Act of 1934 each class of securities
being registered using this form. A registrant may provide the Form 10 information in another Commission filing with respect
to the registrant.
5. The date used in Instruction 2 to General Instruction I.B.5. shall be the same date used in Instruction 1 to General Instruction I.B.5.6. A registrant’s eligibility to register a primary offering on Form F-3 pursuant to General Instruction I.B.5. does
not mean that the registrant meets the requirements of Form F-3 for purposes of any other rule or regulation of the Commission apart from Rule 415(a)(1)(x) (§230.415(a)(1)(x) of this chapter).
7. Registrants must set forth on the outside front cover of the prospectus the calculation of the aggregate market value of the
registrant’s outstanding voting and non voting common equity pursuant to General Instruction I.B.5. and the amount of all
securities offered pursuant to General Instruction I.B.5. during the prior 12 calendar month period that ends on, and includes,
the date of the prospectus.
8. For purposes of General Instruction I.B.5(c), a “national securities exchange” shall mean an exchange registered as such
under Section 6(a) of the Securities Exchange Act of 1934.
C. Automatic Shelf Offerings by Well-Known Seasoned Issuers
Any registrant that is a well-known seasoned issuer, as defined in Rule 405, at the most recent eligibility determination date
specified in paragraph (2) of that definition may use this Form for registration under the Securities Act of securities offerings,
other than pursuant to Rule 415(a)(1)(vii) or (viii) (§230.415(a)(1)(vii) or (viii) of this chapter), as follows:
1. The securities to be offered are:
(a) Any securities to be offered pursuant to Rule 415, Rule 430A, or Rule 430B (§230.415, §230.430A, or §230.430B of
this chapter) by:
(i) A registrant that is a well-known seasoned issuer by reason of paragraph (1)(i)(A) of the definition in
Rule 405; or
(ii) A registrant that is a well-known seasoned issuer only by reason of paragraph (1)(i)(B) of the definition
in Rule 405 if the registrant also is eligible to register a primary offering of its securities pursuant to Transaction Requirement
I.B.1 of this Form;
(b) Non-convertible securities, other than common equity, to be offered pursuant to Rule 415, Rule 430A, or Rule 430B by
a registrant that is a well-known seasoned issuer only by reason of paragraph (1)(i)(B) of the definition in Rule 405 and does
not fall within General Instruction I.B.1 of this Form;
(c) Securities of majority-owned subsidiaries of the parent registrant to be offered pursuant to Rule 415, Rule 430A, or
Rule 430B if the parent registrant is a wellknown seasoned issuer and the securities of the majority-owned subsidiary being
registered meet the following requirements:
(i) Securities of a majority-owned subsidiary that is a well-known seasoned issuer at the time it becomes a
registrant, other than by virtue of paragraph (1)(ii) of the definition of well-known seasoned issuer in Rule 405;
(ii) Securities of a majority-owned subsidiary that are non-convertible securities, other than common equity,
and the parent registrant provides a full and unconditional guarantee, as defined in Rule 3-10 of Regulation
S-X, of the payment obligations on such non-convertible securities;
(iii) Securities of a majority-owned subsidiary that are a guarantee of:
(A) Non-convertible securities, other than common equity of the parent registrant being registered;
(B) Non-convertible securities, other than common equity, of another majority-owned subsidiary
being registered and the parent has provided a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X, of
the payment obligations on such non-convertible securities; or
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(iv) Securities of a majority-owned subsidiary that meet the conditions of Transaction Requirement I.B.2. of
this Form (Primary Offerings of Non-Convertible Investment Grade Securities).
(d) Securities to be offered for the account of any person other than the issuer (“selling security holders”), provided that
the registration statement and the prospectus are not required to separately identify the selling security holders or the securities to be sold by such persons until the filing of a prospectus, prospectus supplement, posteffective amendment to the
registration statement, or report under the Exchange Act that is incorporated by reference into the registration statement and
prospectus, identifying the selling security holders and the amount of securities to be sold by each of them, and if included in
a report under the Exchange Act that is incorporated by reference, a prospectus or prospectus supplement is filed, as required
by Rule 430B, pursuant to Rule 424(b)(7) (§230.424(b)(7) of this chapter).
2. The registrant pays the registration fee pursuant to Rules 456(b) and 457(r) or in accordance with Rule 456(a).
3. If the registrant is a majority-owned subsidiary, it is required to file and has filed reports pursuant to Section 13 or Section
15(d) of the Exchange Act and satisfies the requirements of the Form with regard to incorporation by reference or information
about the majority-owned subsidiary is included in the registration statement (or a post-effective amendment to the registration statement).
4. The registrant may register additional securities or classes of its or its majority-owned subsidiaries’ securities on a posteffective amendment pursuant to Rule 413(b) (§203.413(b) of this chapter).
5. An automatic shelf registration statement and post-effective amendment will become effective immediately pursuant to
Rule 462(e) and (f) (§230.462(e) and (f) of this chapter) upon filing. All filings made on or in connection with automatic shelf
registration statements on this Form become public upon filing with the Commission.
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 fling
of registration statements.
B.

Attention is directed to Regulation S-K (§229 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. Notwithstanding Items 501 and 502 of Regulation S-K, no
table of contents and cross-reference sheet are required to be included in the prospectus or the registration statement
prepared on this Form. In addition to the information expressly required to be included in a registration statement on
this Form F-3, registrants also may provide such other information as they deem appropriate.

C.

Non-Automatic Shelf Registration Statements.
Where two or more classes of securities being registered on this Form pursuant to General Instruction I.B.1.or I.B.2. are
to be ofered pursuant to Rule 415(a)(1)(x) (§230.415(a)(1)(x)), and where this Form is not an automatic shelf registration
statement, Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all the
securities listed in the Fee Table. In this event, while the Fee Table would list each of the classes of securities being registered
and the aggregate proceeds to be raised, the Fee Table need not specify by each class information as to the amount to be
registered, proposed maximum offering price per unit, and proposed maximum aggregate offering price.

D. A registrant must fle the Form F-3 registration statement in electronic format via the Commission's Electronic Data
Gathering and Retrieval System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part
232), except that a registrant that has obtained a hardship exception under Regulation S-T Rule 201 or 202 (17 CFR
232.201 or 232.202) may fle the registration statement in paper. For assistance with EDGAR questions, call the Filer
Support Ofce at (202) 551-8900.
E. The Form F-3 registration statement must be in the English language, as required by Regulation S-T Rule 306 (17 CFR
232.306) for electronic flings and Securities Act Rule 403(c) (17 CFR 230.403(c)), generally. If the registration statement
requires the inclusion, as an exhibit or attachment, of a document that is in a foreign language, the registrant must

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provide instead either an English translation or an English summary of the foreign language document in accordance
with Securities Act Rule 403(c) (17 CFR 230.403(c)) for both electronic and paper flings. The registrant may submit a copy
of the unabridged foreign language document along with the English translation or English summary as permitted by
Regulation S-T Rule 306(b) (17 CFR 232.306(b)) for electronic flings or by Securities Act Rule 403(c)(4) (17 CFR 230.403(c)
(4)) for paper flings.
F. Automatic Shelf Registration Statements.
Where securities are being registered on this Form pursuant to General Instruction I.C., Rule 456(b) permits, but does
not require, the registrant to pay the registration fee on a pay-as-you-go basis and Rule 457(r) permits, but does not require,
the registration fee to be calculated on the basis of the aggregate offering price of the securities to be offered in an offering or
offerings off the registration statement. If a registrant elects to pay all or a portion of the registration fee on a deferred basis,
the Fee Table in the initial filing must identify the classes of securities being registered and provide that the registrant elects
to rely on Rule 456(b) and Rule 457(r), but the Fee Table
does not need to specify any other information.When the registrant amends the Fee Table in accordance with Rule
456(b)(1)(ii), the amended Fee Table must include either the dollar amount of securities being registered if paid in advance
of or in connection with an offering or offerings or the aggregate offering price for all classes of securities referenced in the
offerings and the applicable registration fee.
G. Information in Automatic and Non-Automatic Shelf Registration Statement.
Where securities are being registered on this Form pursuant to General Instruction I.A.5, I.B.1, I.B.2, or I.C., information
is only required to be furnished as of the date of initial effectiveness of the registration statement to the extent required by
Rule 430A or Rule 430B. Required information about a specific transaction must be included in the prospectus in the registration statement by means of a prospectus that is deemed to be part of and included in the registration statement pursuant to
Rule 430A or Rule 430B, a post-effective amendment to the registration statement, or an Exchange Act report incorporated
by reference into the registration statement and the prospectus and identified in a prospectus filed, as required by Rule 430B,
pursuant to Rule 424(b) (§230.424 (b) of this chapter).
H. Selling Security Holder Offerings.
Where a registrant eligible to register primary offerings on this Form pursuant to General Instruction I.B.1 registers securities offerings on this Form pursuant to General Instruction I.B.1 or I.B.3 for the account of persons other than the registrant,
if the offering of the securities, or securities convertible into such securities, that are being registered on behalf of the selling
security holders was completed and the securities, or securities convertible into such securities, were issued and outstanding
prior to the original date of filing the registration statement covering the resale of the securities, the registrant may, as permitted by Rule 430B(b), in lieu of identifying selling security holders prior to effectiveness of the resale registrationstatement,
refer to unnamed selling security holders in a generic manner by identifying the initial transaction in which the securities
were sold. Following effectiveness, the registrant must include in a prospectus filed pursuant to Rule 424(b)(7), a post-effective amendment to the registration statement, or an Exchange Act report incorporated by reference into the prospectus that
is part of the registration statement (which Exchange Act report is identified in a prospectus filed, as required by Rule 430B,
pursuant to Rule 424(b)(7)), the names of previously unidentified selling security holders and amounts of securities that they
intend to sell. If this Form is being filed pursuant to General Instruction I.C. by a well-known seasoned issuer to register
securities being offered for
the account of persons other than the issuer, the registration statement and the prospectus included in the registration statement do not need to designate the securities that will be offered for the account of such persons, identify them, or identify the
initial transaction in which the securities, or securities convertible into such securities, were sold until the
registrant files a post-effective amendment to the registration statement, a prospectus pursuant to Rule 424(b), or an Exchange
Act report (and prospectus filed, as required by Rule 430B, pursuant to Rule 424(b)(7)) containing information for the offering on behalf of such persons.
III.

Dividend or Interest Reinvestment Plans: Filing and Efectiveness of Registration Statement; Requests for
Confdential Treatment

Original registration statements on this Form F-3 solely with respect to securities ofered pursuant to dividend or interest
reinvestment plans shall become efective automatically upon fling (Rule 456, §230.456 of this chapter) pursuant to the
8

provisions of Section 8(a) of the Act (Rule 462, §230.462 of this chapter). Post-efective amendments to such a registration
statement on this Form shall become efective upon the date of fling (Rule 464, §230.464 of this chapter). Delaying
amendments are not permitted in connection with either original flings or amendments on such a registration statement
(Rule 473(d), §239.473(d) of this chapter), and any attempt to interpose a delaying amendment of any kind will be inefective.
All flings made on or in connection with this Form become public upon fling with the Commission. As a result, requests for
confdential treatment made under Rule 406 (§230.406 of this chapter) must be processed with the Commission staf prior to
the fling of the registration statement. The number of copies of the registration statement and of each amendment required
by Rules 402 and 472 (§§230.402 and 230.472 of this chapter) shall be fled with the Commission: Provided however, that
the number of additional copies referred to in Rule 402(b) may be reduced from ten to three and the number of additional
copies referred to in Rule 472(a) may be reduced from eight to three, one of which shall be marked clearly and precisely to
indicate changes.

IV.

Registration of Additional Securities and Additional Classes of Securities

A. Registration of Additional Securities Pursuant to Rule 462(b).

With respect to the registration of additional securities for an ofering pursuant to Rule 462(b) under the Securities Act, the
registrant may fle a registration statement consisting only of the following: the facing page; a statement that the contents of
the earlier registration statement, identifed by fle 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 efectiveness
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 ofering, 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 439(b) under the Securities Act [17 CFR 230.439(b)].
B. Registration of Additional Securities or Classes of Securities or Additional Registrants After Effectiveness.
A well-known seasoned issuer relying on General Instruction I.C. of this Form may register additional securities or classes
of securities, pursuant to Rule 413(b) by filing a post-effective amendment to the effective registration statement. The wellknown seasoned issuer may add majority-owned subsidiaries as additional registrants whose securities are eligible to be sold
as part of the automatic shelf registration statement by filing a post-effective amendment identifying the additional registrants, and the registrant and the additional registrants and other persons required to sign the registration statement must sign
the post-effective amendment. The post-effective amendment must consist of the facing page; any disclosure required by this
Form that is necessary to update the registration statement to reflect the additional securities, additional classes of securities,
or additional registrants; any required opinions and consents; and the signature page. Required information, consents or opinions may be included in the prospectus and the registration statement through a post-effective amendment or may be provided
through a document incorporated or deemed incorporated by reference into the registration statement and the prospectus that
is part of the registration statement, or, as to the required information only, contained in a prospectus filed pursuant to Rule
424(b) that is deemed part of and included in the registration statement and prospectus that is part of the registration statement.

PART I—INFORMATION REQUIRED IN PROSPECTUS
Item 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus.
Set forth in the forepart of the registration statement and on outside front cover page of the prospectus the information
required by Item 501 of Regulation S-K (§229.501 of this chapter).
Item 2. Inside Front and Outside Back Cover Pages of Prospectuses.

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Set forth on the inside front cover page of the prospectus or, where permitted, on the outside back cover page, the information
required by Item 502 of Regulation S-K (§229.502 of this chapter).
Item 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.
Furnish the information required by Items 105 and 503 of Regulation S-K (§ 229.105 and § 229.503 of this chapter).
Item 4. Information About the Offering.
Furnish the information about the ofering required by the following items of Form 20-F: Item 2 (Ofer Statistics and Expected
Timetable), Item 3.B (Capitalization and Indebtedness), Item 3.C (Reasons for the Ofer and Use of Proceeds), Item 7.C
(Interests of Experts and Counsel), Item 9 (The Ofer and Listing), Item 10 (Addittional Information) and Item 12 (Description
of Securities Other than Equity Securities). You do not have to repeat in the prospectus any information called for by these
items if the same information is contained in a report being incorporated by reference into this registration statement.
Item 5. Material Changes.
(a) Describe any and all material changes in the registrant’s afairs that have occurred since the end of the latest fscal year
for which certifed fnancial statements are included in this registration statement in accordance with Item 6 of this
Form and that have not been described in a report on Form 6-K (§249.306 of this chapter), Form 10-Q (§249.308a of this
chapter) or Form 8-K (§249.308 of this chapter) fled under the Exchange Act and incorporated by reference pursuant
to Item 6 of this Form.
(b) (1) Include in the prospectus, if not included in documents incorporated by reference into the prospectus pursuant
to Item 6 or a prospectus previously fled pursuant to Rule 424(b) or (c) under the Securities Act or, where no
prospectus was required to be fled pursuant to Rule 424(b), the prospectus included in the registration statement
at efectiveness, or a Form 6-K fled during either of the two preceding years:
(i)

information required by Rule 3-05 and Article 11 of Regulation S-X (§210 of this chapter) where the registrant
has efected or is about to efect a transaction for which such information is required;

(ii) restated fnancial statements if there has been a change in accounting principles or a correction of an error
where such change or correction requires a material retroactive restatement of fmancial statements;
(iii) restated fnancial statements where one or more business combinations accounted for by the pooling of interest
method of accounting have been consummated subsequent to the most recent fscal year and the acquired
businesses, considered in the aggregate, are signifcant under Rule 11-01(b); or
(iv) any fnancial information required because of a material disposition of assets outside the normal course of
business.

(2) If the fnancial statements included in this registration statement in accordance with Item 6 are not sufciently current
to comply with the requirements of Item 8.A of Form 20-F, fnancial statements necessary to comply with that rule
shall be presented (i) directly in the prospectus, (ii) through incorporation by reference of a Form 6-K identifed in
the prospectus as containing such fnancial statements, or (iii) through incorporation by reference of an amended
Form 20-F, Form 40-F or Form 10-K, in which case the prospectus shall disclose that the Form 20-F, Form 40-F or
Form 10-K has been so amended.
Instructions
1. Financial statements or information required to be furnished by this Item shall be reconciled pursuant to Item
18 of Form 20-F.
2. Material changes to be disclosed pursuant to Item 5(a) include changes in and disagreements with registrant’s
certifying accountant. Disclosure pursuant to Item 16F of Form 20-F should be provided as of the date of the registration
statement or prospectus.

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Item 6. Incorporation of Certain Information by Reference.
(a) The registrant’s latest Form 20-F, Form 40-F, Form 10-K or Form 10 fled pursuant to the Exchange Act shall be incorporated
by reference. Any report on Form 10-Q or Form 8-K fled since the date of fling of the annual report incorporated by
reference also shall be incorporated by reference. If capital stock is to be registered and securities of the same class
are registered under Section 12 of the Exchange Act, the description of such class of securities which is contained in
a registration statement fled under the Exchange Act, including any amendment or reports fled for the purpose of
updating such description, shall be incorporated by reference.
Instruction
If the registrant’s latest fling on Form 20-F, Form 40-F or Form 10-K is amended to include the information specifed
in Item 18 of Form 20-F, the prospectus shall state that the Form 20-F, Form 40-F or Form 10-K has been so amended.
Reference is made to the Transaction Requirements in General Instruction I.B. that, in some cases, require the fnancial
statements in the Form 20-F, Form 40-F or Form 10-K to comply with Item 18 of Form 20-F as a condition for eligibility
to use Form F-3.
(b) The prospectus shall also state that all subsequent annual reports fled on Form 20-F, Form 40-F or Form 10-K, and all
subsequent flings on Forms 10-Q and 8-K fled by the registrant pursuant to the Exchange Act, prior to the termination
of the ofering, shall be deemed to be incorporated by reference into the prospectus.
(c) The registrant may incorporate by reference any Form 6-K meeting the requirements of this Form. If the registrant
intends to incorporate any Form 6-K subsequently submitted to the Commission, the prospectus shall state that the
registrant may incorporate such Forms 6-K by identifying in such Forms that they are being incorporated by reference
into this Form.
(d) You must state
(1) that you will provide to each person, including any benefcial owner, to whom a prospectus is delivered, a copy of
any or all of the information that has been incorporated by reference in the prospectus but not delivered with the
prospectus;
(2) that you will provide this information upon written or oral request;
(3) that you will provide this information at no cost to the requester; and
(4) the name, address, and telephone number to which the request for this information must be made.
Note to Item 6(d). If you send any of the information that is incorporated by reference in the prospectus to security
holders, you also must send any exhibits that are specifcally incorporated by reference in that information.
(e) You must
(1) identify the reports and other information that you fle with the SEC; and
(2) state that the SEC maintains an Internet site that contains reports, proxy and information statements, and other
information regarding issuers that fle electronically with the SEC and state the address of that site (http://www.sec.
gov). Disclose your Internet address, if available.
Instructions
1.

Attention is directed to the requirements of Section 10(a)(3) of the Securities Act.

2.

Attention is directed to Rule 439 (§230.439 of this chapter) regarding consent to use material incorporated by
reference.

(f) Any information required in the prospectus in response to Item 3 through Item 5 of this Form may be included in the prospectus through documents filed pursuant to Sections 13(a), 14, or 15(d) of the Exchange Act that are incorporated or deemed
11

incorporated by reference into the prospectus that is part of the registration statement.
Item 7. Disclosure of Commission Position on Indemnifcation for Securities Act Liabilities.
Furnish the information required by Item 510 of Regulations S-K (§229.510 of this chapter).

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnifcation of Directors and Ofcers.
Furnish the information required by Item 702 of Regulation S-K (§229.702 of this chapter).

Item 9. Exhibits.
Subject to the rules regarding incorporation by reference, furnish the exhibits required by Item 601 of Regulation S-K
(§229.601 of this chapter).
Item 10. Undertakings.
Furnish the undertakings required by Item 512 of Regulation S-K (§229.512 of this chapter).

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifes that it has reasonable grounds to
believe that it meets all of the requirements for fling on Form F-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of _________________________________
___ ,
State of _________________________________________________ , on _____________________________ , 20_______ .

(Registrant)
By
(Signature)

(Title)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.

(Signature)

(Title)

(Date)

12

Instructions.
l.

The registration statement shall be signed by the registrant, its principal executive ofcer or ofcers, its principal fnancial
ofcer, its controller or principal accounting ofcer, at least a majority of the board of directors or persons performing
similar functions, and its authorized representative in the United States. Where the registrant is a limited partnership, the
registration statement shall be signed by a majority of the board of directors of any corporate general partner signing
the registration statement.

2.

The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any person
who occupies more than one of the specifed positions shall indicate each capacity in which he signs the registration
statement. Attention is directed to Rule 402 concerning manual signatures and Item 601 of Regulation S-K concerning
signatures pursuant to powers of attorney.

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