[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: 17CFR239.37]

[Page 647-648]
 
              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. 239.37  Form F-7, for registration under the Securities Act of 1933 of securities of certain Canadian issuers offered for cash upon the exercise of rights granted to existing securityholders.

    (a) Form F-7 may be used for the registration under the Securities 
Act of 1933 (the ``Securities Act'') of the registrant's securities 
offered for cash upon the exercise of rights to purchase or subscribe 
for such securities that are granted to its existing securityholders in 
proportion to the number of securities held by them as of the record 
date for the rights offer.
    (b) Form F-7 is available to any registrant that:
    (1) Is incorporated or organized under the laws of Canada or any 
Canadian province or territory;
    (2) Is a foreign private issuer; and
    (3) Has had a class of its securities listed on The Montreal 
Exchange, The Toronto Stock Exchange or the Senior Board of the 
Vancouver Stock Exchange for the 12 calendar months immediately 
preceding the filing of this Form, has been subject to the continuous 
disclosure requirements of any securities commission or equivalent 
regulatory authority in Canada for a period of at least 36 calendar 
months immediately preceding the filing of this Form, and is currently 
in compliance with obligations arising from such listing and reporting.

Instruction: For purposes of this Form, ``foreign private issuer'' shall 
be construed in accordance with Rule 405 under the Securities Act.

    (c) If the registrant is a successor registrant subsisting after a 
statutory amalgamation, merger, arrangement or other reorganization 
requiring the vote of shareholders of the participating companies (a 
``business combination''), the registrant shall be deemed to meet the 
36-month reporting requirement and the 12-month listing requirement of 
paragraph (b)(3) of this section 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

[[Page 648]]

currently in compliance with its obligations thereunder.
    (d) The rights in connection with the transaction granted to 
securityholders that are U.S. holders shall be granted upon terms and 
conditions not less favorable than those extended to any other holder of 
the same class of securities. The securities offered or sold upon 
exercise of rights granted to U.S. holders may not be registered on this 
Form if such rights are transferable other than in accordance with 
Regulation S under the Securities Act.

Instruction: For purposes of this Form, the term ``U.S. holder'' shall 
mean any person whose address appears on the records of the registrant, 
any voting trustee, any depositary, any share transfer agent or any 
person acting on behalf of the registrant as being located in the United 
States.

    (e) This Form shall not be used if the registrant is an investment 
company registered or required to be registered under the Investment 
Company Act of 1940.
    (f) Any non-U.S. person acting as trustee with respect to the 
securities being registered shall file a Form F-X (Sec. 239.42 of this 
chapter) with the Commission at the time of filing this Form.

[56 FR 30060, July 1, 1991]

    Editorial Note: For Federal Register citations affecting Form F-7, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and on GPO Access.