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Question 109.01

Question: Item 2 of Form F-10 requires that financial statements included in the home jurisdiction document must be reconciled to U.S. GAAP as required by Item 18 of Form 20-F. Does this reconciliation requirement apply to all financial statements filed under cover of Form F-10, including interim financial statements?
Answer: The reconciliation requirement in Item 2 of Form F-10 applies to the issuer's annual financial statements and year-to-date financial statements (including comparative periods) and does not require that any other interim financial statements be reconciled to U.S. GAAP. This interpretation is consistent with the reconciliation requirements of Form F-1. Reconciliation of annual and year-to-date financial statements is required regardless of whether they are included directly or incorporated by reference. However, the reconciliation requirement does not apply to year-to-date financial statements included under cover of Form F-10 if Item 8.A.5 of Form 20-F would not require a Form F-1 registrant to provide interim financial statements for the same period. [Feb. 27, 2009]

Question 109.02

Question: May an issuer use Form F-10 if it satisfies the eligibility requirements of the form at the time of filing, but will not satisfy such requirements upon the closing of the offering?
Answer: Yes. Under Securities Act Rule 401(a), form eligibility is established at the time of the initial filing. [Feb. 27, 2009]

Question 109.03

Question: May Form F-10 be used for secondary offerings?
Answer: Yes. [Feb. 27, 2009]

Question 109.04

Question: May a Canadian issuer use Form F-10 for a dividend reinvestment plan ("DRIP") even though there is a Canadian exemption from registration that is available for DRIPs?
Answer: Yes. If a MJDS-eligible issuer wants to use Form F-10 for a DRIP and is willing to voluntarily file a registration statement in Canada despite the Canadian registration exemption that is available for DRIPs, the issuer may file on Form F-10. In doing so, however, the Canadian issuer is, in effect, waiving the benefit of this exemption and should consider itself subject to Canadian requirements applicable to offerings generally (including, if applicable, the requirement that the prospectus be circulated to Canadian shareholders). [Feb. 27, 2009]

Question 109.05

Question: May an issuer use Form F-10 to register a rights offering that is not eligible for registration on Form F-7, even though the issuer is exempt from the requirement to file a prospectus with the Canadian authorities?
Answer: Yes. The Commission revised General Instruction I.J of Form F-10 in Securities Act Release No. 6902A (Mar. 23, 1992) to clarify that a Form F-10 registrant may file a rights offering circular prepared pursuant to Canadian requirements in lieu of a prospectus. In such case, the registrant must include in the Form F-10 a reconciliation to U.S. GAAP for those financial statements that are required to accompany a rights offering circular filed with the Canadian authorities. [Feb. 27, 2009]

Question 109.06

Question: May MJDS-eligible registrants use Form F-10 to register so-called "A/B" or "Exxon Capital" exchange offers?
Answer: Yes. MJDS-eligible registrants may use Form F-10 to register so-called "A/B" or "Exxon Capital" exchange offers that would otherwise be eligible for registration on Form F-1 or Form F-4, if appropriate procedures are followed. [Feb. 27, 2009]

Question 109.07

Question: When an issuer files a registration statement on Form F-9 or Form F-10 in connection with a shelf offering in Canada and updates that shelf registration in Canada, must the issuer also file a post-effective amendment to its registration statement on Form F-9 or Form F-10?
Answer: Yes. When updating its shelf registration in Canada, an issuer must also file a post-effective amendment to its registration statement on Form F-9 or Form F-10 relating to its shelf registration in Canada. [Feb. 27, 2009]

This is a work of the U.S. Government

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