Form F-8 - Registration Statement Under The Securities Act Of 1933 (Page 3 of 11) in pdf

(4) has an aggregate market value of the public float of its outstanding equity shares of (CN) $75 million or more;

provided, however, that such public float requirement need not be satisfied if the issuer of the securities to be

exchanged is also the Registrant on this Form.

Instructions.

For purposes of this Form, “foreign private issuer” shall be construed in accordance with Rule 405 under the

Securities Act.

For purposes of this Form, “equity shares” shall mean common shares, non-voting equity shares and subordinate

or restricted voting equity shares, but shall not include preferred shares.

For purposes of this Form, the “public float” of specified securities shall mean only such securities held by persons

other than affiliates of the issuer.

For the purposes of this Form, the market value of the public float of outstanding equity shares shall be computed

by use of the price at which such shares were last sold, or the average of the bid and asked prices of such shares,

in the principal market for such shares as of a date within 60 days prior to the date of filing. If there is no market

for any of such securities, the book value of such securities computed as of the latest practicable date prior to the

filing of this Form shall be used for purposes of calculating the market value, unless the issuer of such securities

is in bankruptcy or receivership or has an accumulated capital deficit, in which case one-third of the principal

amount, par value or stated value of such securities shall be used.

B. In the case of an exchange offer, the securities to be registered on this Form shall be offered to U.S. holders upon terms

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

C. In the case of an exchange offer, if the Registrant is a successor Registrant subsisting after a business combination, the

Registrant shall be deemed to meet the 36-month reporting requirement and the 12-month listing requirement of II.A.(3)

above if: (1) the time the successor registrant has been subject to the continuous disclosure requirements of any securities

commission or equivalent regulatory authority in Canada, when added separately to the time each predecessor had been

subject to such requirements at the time of the business combination, in each case equals at least 36 calendar months,

provided, however, that any predecessor need not be considered for purposes of the reporting history calculation if the

reporting histories of predecessors whose assets and gross revenues, respectively, would contribute at least 80 percent

of the total assets and gross revenues from continuing operations of the successor Registrant, as measured based on pro

forma combination of such participating companies’ most recently completed fiscal years immediately prior to the

business combination, when combined with the reporting history of the successor Registrant in each case satisfy such 36 -

month reporting requirement; (2) the time the successor Registrant has been subject to the listing requirements of the

specified exchanges, when added separately to the time each predecessor had been subject to such requirements at the

time of the business combination, in each case equals at least 12 calendar months,

provided, however, that any

predecessor need not be considered for purposes of the listing history calculation if the listing histories of predecessors

whose assets and gross revenues, respectively, would contribute at least 80 percent of the total assets and gross revenues

from continuing operations of the successor Registrant, as measured based on pro forma combination of such

participating companies’ most recently completed fiscal years immediately prior to the business combination, when

combined with the listing history of the successor Registrant in each case satisfy such 12-month listing requirement; and

(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. In the case of an exchange offer, the issuer of the subject securities shall be incorporated or organized under the laws

of Canada or any Canadian province or territory and be a foreign private issuer, and less than 25 percent of the class of

subject securities outstanding shall be held by U.S. holders.

Instructions.

For purposes of exchange offers, the term “U.S. holder” shall mean any person whose address appears on the records of the

issuer of the subject securities, any voting trustee, any depositary, any share transfer agent or any person acting in a similar

capacity on behalf of the issuer of the subject securities as being located in the United States.

With respect to any tender offer, including any exchange offer, otherwise eligible to proceed in accordance with Rule 14d-

1(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), the issuer of the subject securities will be presumed

Form F-8 - Registration Statement Under The Securities Act Of 1933 Page 3

Related Articles

Related forms

Related Categories