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           III. Documents On Display
           










 

Part II

III. Documents On Display

In connection with the filing of documents for public offerings or listings, many host countries require the filing of additional documents as exhibits or documents on display. Such documents may be publicly available through the facilities of the stock exchange or securities regulatory authority, or may be required to be kept on file at the issuer's offices. Such documents generally are not required to be circulated or distributed directly to investors or the general public, but the issuer may be required to provide copies upon request. The document in connection with which these additional documents are filed should specify where the filed documents may be inspected and whether copies may be obtained. Exhibits or documents on display generally should be translated into the language of the host country or a summary in the host country language should be provided. If a document has been filed once as an exhibit and is required to be included as an exhibit in a subsequently filed offering document, listing application or annual report, some countries may permit the document to be incorporated into the new filing by reference to the earlier filing. Specific requirements relating to documents on display in some countries are referenced below.

Australia - Under s1029 of the Corporations Law, an issuer of a prospectus is required to make certain documents available to any person for inspection and other documents available to potential investors on request.

Under s1024F, the issuer of a prospectus incorporating by reference a document must provide a copy of the document, free of charge to a person who asks for it during the period the issuer is prepared to take applications under the prospectus.

Further, under s1022AA, the issuer of a transaction specific prospectus must provide copies of certain documents, free of charge, to a person who asks for it during the period the issuer is prepared to take applications under the prospectus.

The European Union - The Listing Particulars Directive (Schedule A paragraph 3.1.5) requires the company to indicate where the documents concerning the company which are referred to in the listing particulars may be inspected. For all European Union countries these documents will include the statutory documents (charter and bylaws) which should be filed in the following places:

Country Place of filing
Belgium Office of the Commercial Court
France Office of the Commercial Court
Germany Commercial Registrar; paying agent
Italy The paying agent
Luxembourg Registrar of the District Court of Luxembourg
The Netherlands The paying agent
Spain The Public Register of Legal Documents at the CNMV offices, the Issuer offices, the Underwriters' offices and the Commercial Register
The United Kingdom Named place in or near City of London

Some countries specify other documents which must be put on display, notably: Italy (see Listing Regulations Schedule 1 Chapter 11 Section 2 and Chapter 13) and the UK (see Listing Rule 6 C 7).

Hong Kong - For a reasonable period (not less than 14 days) the documents listed in paragraph 53 of Appendix 1 Part A of the Stock Exchange of Hong Kong's Listing Rules should be made available at a named place in Hong Kong.

Japan - Under the Securities and Exchange Law, Section 25-1, 25-2, 25-3, documents must be put on display for a prescribed period at the Ministry of Finance, Issuer company and Security Exchange. With respect to a registration statement filed by a foreign company, additional documents are required in the Ministerial Ordinance Regarding the Disclosure of the Company Information, Section 10-1-4. The Ministerial Ordinance, Section 9-3 also requires additional documents to be translated in Japanese.

Mexico - Under Rule 11-29 of the CNBV, certain documents must be filed as exhibits to the registration statement for an offering or listing of securities. The Stock Exchanges must ensure that such documents as well as the prospectus are publicly available in their offices at least 10 days prior to the public offering.

Ontario - The requirements for documents on display are set forth in Ontario Securities Act Regulation, Form 12, Item #33 Material Contracts.

Switzerland - The Admission Board may require that any documents containing material information referred to in the listing particulars (e.g., experts' reports, trust deeds and important contracts) should be made available by the applicant in Basle, Geneva or Zurich for inspection by the investing public.

The United States - In the United States, certain contracts, agreements, opinions and other documents must be filed as exhibits to the registration statement for an offering or listing of securities, to the extent applicable to the specific offering or listing. The documents that must be filed are set forth in Item 601 of the Securities and Exchange Commission's (SEC's) Regulation S-K. Subsequent registration statements filed by the same issuer generally may incorporate previously filed exhibits by reference to the earlier filing. The exhibits must be accompanied by an exhibit index, and exhibits in a language other than English must be accompanied by an English summary, version or translation.

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