[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR239.32]

[Page 642-644]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933--Table of Contents
 
              Subpart A--Forms for Registration Statements
 
Sec. 239.32  Form F-2, for registration under the Securities Act of 1933 for securities of certain foreign private issuers.

    Any foreign private issuer, as defined in Rule 405 (Sec. 230.405 of 
this chapter), which meets the following conditions may use this form 
for the registration of securities under the Securities Act of 1933 
(Securities Act) which are offered or to be offered in any transaction 
other than an exchange offer for securities of another person:
    (a) 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 file reports 
pursuant to section 15(d) of the Exchange Act and has filed annual 
reports on Form 20-F (Sec. 249.220f of this chapter), on Form 10-K and 
Form 10-KSB (Sec. 249.310 of this chapter) or, in the case of 
registrants described in General Instruction A. (2) of Form 40-F, on 
Form 40-F (Sec. 249.240f of this chapter) under the Exchange Act.
    (b)(1) The Registrant (i) has been subject to the requirements of 
section 12 or 15(d) of the Exchange Act and has filed all the 
information required to be filed pursuant to Section 13, 14 or 15(d) for 
a period of at least thirty-six calendar months immediately preceding 
the filing of the registration statement on this form; (ii) has filed in 
a timely manner all reports required to be filed during the twelve 
calendar months and any portion of a month immediately preceding the 
filing of the registration statement and, if the issuer has used (during 
the twelve calendar months and any portion of a month immediately 
preceding the filing of the registration statement) Rule 12b-25(b) 
(Sec. 240.12b-25(b) of this chapter) under the Exchange Act with respect 
to a report or portion of a report, that report or portion thereof has 
actually been filed within the time period prescribed by the Rule.
    (2) The provisions of paragraph (b)(1)(i) of this section do not 
apply to any registrant if:
    (i) The aggregate market value worldwide of the voting and non-
voting common equity of the registrant held by non-affiliates is the 
equivalent of $75 million or more, or if non-convertible securities that 
are ``investment grade securities,'' as defined in Instructions to 
paragraph (b) of this section, are being registered; and
    (ii) The registrant has filed at least one Form 20-F (Sec. 249.220f 
of this chapter), Form 40-F (Sec. 249.240f of this chapter) or Form 10-K 
(Sec. 249.310 of this chapter) that is the latest required to have been 
filed.

Instructions to paragraph (b): 1. The aggregate market value of the 
registrant's outstanding voting stock shall be computed by use of the 
price at which the stock was last sold, or the average of the bid and 
asked prices of such stock in the principal market for such stock, as of 
a date within 60 days prior to the date of filing [See the definition of 
affiliate in Securities Act Rule 405 (Sec. 230.405 of this chapter)].
    2. A non-convertible security is an investment grade security if, at 
the time of sale, at least one nationally recognized statistical rating 
organization (as that term is used in Sec. 240.15c3-1(c)(2)(vi)(F) of 
this chapter) has rated the security in one of its generic rating 
categories that signifies investment grade;

[[Page 643]]

typically, the four highest rating categories (within which there may be 
sub-categories or gradations indicating relative standing) signify 
investment grade.

    (c) Neither the registrant nor any of its consolidated or 
unconsolidated subsidiaries have, since the end of their last fiscal 
year for which certified financial statements of the registrant and its 
consolidated subsidiaries were included in a report filed pursuant to 
section 13(a) or 15(d) of the Exchange Act: (1) Failed to pay any 
dividend or sinking fund installment on preferred stock; or (2) 
defaulted (A) on any installment or installments on indebtedness for 
borrowed money, or (B) on any rental on one or more long term leases, 
which defaults in the aggregate are material to the financial position 
of the registrant and its consolidated and unconsolidated subsidiaries, 
taken as a whole.
    (d) The financial statements included in this registration statement 
comply with Item 18 of Form 20-F (Sec. 249.220f of this chapter); 
provided, however, that if the securities being registered are non-
convertible securities that are ``investment grade securities,'' as 
defined in Instructions to paragraph (b) of this section, such financial 
statements comply with either Item 17 or Item 18 of Form 20-F 
(Sec. 249.220f of this chapter).
    (e) The provisions of paragraphs (b)(1)(i) and (d) of this section 
do not apply if the Registrant has filed at least one Form 20-F, Form 
40-F or Form 10-K and Form 10-KSB that is the latest required to have 
been filed and if the only securities being registered are to be 
offered:
    (1) Upon the exercise of outstanding rights granted by the issuer of 
the securities to be offered, if such rights are granted pro rata to all 
existing securityholders of the class of securities to which the rights 
attach;
    (2) Pursuant to a dividend or interest reinvestment plan; or
    (3) Upon the conversion of outstanding convertible securities or 
upon the exercise of outstanding transferable warrants issued by the 
issuer of the securities to be offered, or by an affiliate of such 
issuer. The exemptions in this paragraph (e) are unavailable if 
securities are to be offered or sold in a standby underwriting in the 
United States or similar arrangement.
    (f) If a registrant is a successor registrant it shall be deemed to 
have met conditions, paragraphs (a), (b), (c), (d) and (e) of this 
section if: (1) 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 of 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 (2) all predecessors met the conditions at the time of 
succession and the registrant has continued to do so since the 
succession.
    (g) If a registrant is a majority-owned subsidiary that does not 
meet the conditions of these eligibility requirements, it nevertheless 
shall be deemed to have met such conditions if its parent meets the 
conditions and if the parent fully and unconditionally guarantees the 
payment obligations on the securities being registered, and the 
securities being registered are non-convertible securities.
    Note: In such an instance the parent-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 securities. Both the parent-guarantor and the 
subsidiary shall each disclose the information required by this Form as 
if each were the only registrant except that if the subsidiary will not 
be eligible to file annual reports on Form 20-F or Form 40-F after the 
effective date of the registration statement, then it shall disclose the 
information specified in Form S-2 (Sec. 239.12 of this chapter). Rule 3-
10 of Regulation S-X (Sec. 210.3-10 of this chapter) specifies the 
financial statements required.

    (h) Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing requirements 
of Rule 101 of Regulation S-T (Sec. 232.101 of this chapter) shall have 
filed with the Commission all required electronic filings, including 
confirming electronic copies of documents submitted in paper pursuant to 
a temporary hardship exemption as provided

[[Page 644]]

in Rule 201 of Regulation S-T (Sec. 232.201 of this chapter).

[47 FR 54773, Dec. 6, 1982, as amended at 56 FR 30055, 30056, July 1, 
1991; 58 FR 14681, Mar. 18, 1993; 59 FR 21651, Apr. 26, 1994; 62 FR 
26388, May 14, 1997]

    Editorial Note: For Federal Register citations affecting Form F-2, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and on GPO Access.