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16150 Offerings of Other Securities
us SEC - Financial Reporting Manual
16150.1 Securities Act registration of other securities, including equity securities, is permitted on Form F-10. The content of a Form F-10 includes the Canadian disclosure documents plus certain additional disclosures specified by SEC rules. See Section 16500. Inclusion of financial statements is specified by Canadian rules, but reconciliation of those included financial statements to U.S. GAAP, following Item 18 of Form 20-F, is required. However, the staff has not objected to Item 17 reconciliation of non-issuer financial statements where Form 20-F permits Item 17 reconciliation, such as those for acquired businesses and equity method investees.
16150.2 To be eligible, an issuer must:
a. | be incorporated or organized in Canada and be a foreign private issuer or a crown corporation; |
b. | have been reporting for the preceding 12 months to Canadian securities regulatory authorities; |
c. | be currently in compliance with its reporting obligations; and |
d. | have a public float of at least $75 million. |
16150.3 In addition, derivative securities may not be registered on Form F-10 except:
a. | warrants, options and rights, provided that such securities and the underlying securities to which they relate are issued by the registrant, its parent or an affiliate of either, or |
b. | convertible securities, provided that such securities are convertible only into securities of the registrant, its parent or an affiliate of either. |
16150.4 The registration of securities by eligible issuers in connection with exchange offers is specifically accommodated in Forms F-9 and F-10, and registration in connection with business combinations is accommodated in Form F-10.
This is a work of the U.S. Government
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