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Section 103. Form F-1
us SEC - C&DI - Securities Act Forms
Question 103.01
Question: May a foreign issuer register only part of a worldwide equity or debt offering with the Commission?
Answer: Yes. Foreign issuers may register only a portion of a worldwide equity or debt offering so long as the amount registered with the Commission covers the securities sold in the U.S. and any possible flow-back of securities into the U.S. [Feb. 27, 2009]
Question 103.02
Question: May a foreign issuer use a U.K.-style or other foreign-style document as a prospectus in the U.S.?
Answer: Yes. A foreign issuer may use a U.K-style or other foreign-style document as a prospectus in the U.S., so long as the information required under the Commission's rules is included in the document. Some modification of the presentation and placement of information may be necessary in order to reflect the Commission's "plain English" requirements, such as the requirements for presentation of risk factors. [Feb. 27, 2009]
Question 103.03
Question: Must a foreign issuer include a risk factor addressing possible illiquidity of its offered securities in the U.S. when making its U.S. equity initial public offering if the issuer has an existing, established trading market for its equity securities outside the U.S.?
Answer: No. Although risk factors disclosure is generally required for all initial public offerings, a foreign issuer that is making its U.S. equity initial public offering and has an existing and established trading market for its equity securities outside the U.S. generally is not required to include a risk factor addressing possible illiquidity of the offered securities in the U.S. [Feb. 27, 2009]
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