No. 2008-05
10 October 2008
Technical Line
Technical guidance on standards
and practice issues
SEC final rule: Foreign Issuer
Reporting Enhancements
Contents
Overview............................................ 1
Annual test for foreign private issuer
status ............................................ 2
Summary of Form 20-F amendments .. 3
Accelerated filing deadline ............................3
Elimination of Item 17 reconciliation
option for registrants ...............................3
Changes in certifying accountant ..................4
Omission of segment data.............................5
Differences in corporate governance
practices .................................................5
ADR fees and payments................................5
Overview
On 23 September 2008, the United States Securities and Exchange Commission (SEC) issued
its final Foreign Issuer Reporting Enhancements (FIRE) rule.1 The final FIRE rule updates
Exchange Act and Securities Act filing requirements and enhances disclosures required by
foreign private issuers (FPIs).2 The FIRE amendments are effective 5 December 2008 subject
to certain delayed transition provisions discussed below.
The FIRE rule contains eight principal rule amendments as follows:
►
Permits FPIs to assess their eligibility to use the special forms and rules available to FPIs
once a year, on the last business day of their second fiscal quarter, rather than on a
continuous basis as previously required
►
Accelerates the reporting deadline for annual reports filed on Form 20-F from six months
to four months after an FPI’s fiscal year-end, after a three-year transition period
►
Eliminates the availability in most circumstances of the limited US GAAP reconciliation
option in Item 17 of Form 20-F
►
Amends Form 20-F to require disclosures about any changes in the FPI’s certifying accountant
►
Amends Form 20-F by eliminating an instruction to Item 17 that permits certain FPIs to
omit segment data from their US GAAP financial statements
1
Release No. 33-8959.
“Foreign private issuer” is defined in Exchange Act Rule 3b-4(c). A foreign private issuer is any foreign
issuer other than a foreign government, except for an issuer that (1) has more than 50% of its
outstanding voting securities held of record by U.S. residents and (2) any of the following: (i) a
majority of its officers and directors are citizens or residents of the United States, (ii) more than 50
percent of its assets are located in the United States, or (iii) its business is principally administered in
the United States.
Other amendments and
considerations................................ 5
Going private transactions ............................5
Other considerations ....................................5
Key dates........................................... 6
2
SEC final rule: Foreign Issuer Reporting Enhancements
►
Amends Form 20-F to require disclosures about the FPI’s
corporate governance practices that differ significantly from
those followed by domestic companies
►
Amends Form 20-F to require disclosures about the fees and
other charges that holders of American Depositary Receipts
(ADR) paid to depositaries, as well as any payments made by
depositaries to FPIs whose securities underlie the ADRs
►
Amends Exchange Act Rule 13e-3, which relates to going private
transactions by reporting issuers, to reference the SEC’s recently
adopted deregistration and termination of reporting rules
applicable to FPIs
The following provides a summary of the more significant aspects of
each amendment.
Annual test for foreign private issuer
status
The SEC grants various accommodations to issuers that qualify as
“foreign private issuers.” In addition to periodic reporting(on Forms
6-K v. 8-K and 10-Q) and annual reporting (on Form 20-F v. 10-K),
FPI status also determines whether, among other things, the proxy
rules and Section 16 insider stock trading reporting apply. For many
foreign issuers, the determination whether they qualify as a foreign
private issuer has required a burdensome ongoing assessment.3 For
example, foreign issuers have been required to continually monitor
the residence of voting stockholders of record in order to assess
whether more than 50% of their outstanding voting stock is held by
US residents. Failing any of the tests during its fiscal year would
require a former FPI to switch immediately to domestic reporting
forms and use US GAAP for financial reporting—a potentially costly
and difficult compliance burden.
As adopted, the FIRE amendments will allow a foreign issuer to
assess its status as an FPI only once a year on the last business day
of its second fiscal quarter. This is the same date used to determine
3
2
Before FIRE, the SEC staff took the position that, for the purpose of the
exemptions contained in Exchange Act Rule 3a12-3(b), foreign issuers
must assess their status as an FPI at the end of each fiscal quarter. In
addition, a foreign issuer was expected to assess its FPI status at the
completion of (1) any purchase or sale by the issuer of its equity
securities (other than in connection with an employee benefit plan or
compensation arrangement, conversion of outstanding convertible
securities, or exercise of outstanding options, warrants or rights), (2)
any purchase or sale of assets by the issuer other than in the ordinary
course of business, and (3) any purchase of equity securities of the issuer
in a public tender offer or exchange offer by a non-affiliate. The related
1993 SEC no-action letter, Foreign Private Issuers Relying on Rule 3a123(b) under the Exchange Act, will be superseded by the FIRE
amendments.
an issuer’s status as an accelerated filer or smaller reporting
company. The amendments will provide both the issuer and its
investors with greater clarity as to an issuer’s FPI status at any given
point in time. In the case of a new registrant, the initial
determination of whether it qualifies as an FPI must be made as of a
date within 30 days prior to the filing of its initial registration
statement.
In addition, under the FIRE amendments, an FPI that no longer
qualifies as an FPI on the last business day of its second fiscal
quarter may continue to comply with the FPI reporting requirements
for the remainder of that fiscal year, and must begin using domestic
company reporting forms beginning on the first day of the fiscal year
following the determination date.
Illustrative example
A calendar year-end foreign private issuer that files Form 20-F and
qualifies as a large-accelerated filer determines it no longer
qualifies as an FPI as of 30 June 2009. That issuer would be
required to file a Form 10-K by 1 March 2010 for its 2009 fiscal
year. The issuer also would be required to comply with the proxy
rules and Section 16, and become subject to reporting on Forms
8-K and 10-Q, as of 1 January 2010.
The FIRE amendments will permit an issuer that qualifies as an FPI to
avail itself of the foreign private issuer accommodations beginning
on the last business day of its second fiscal quarter as of which it
establishes its eligibility as a foreign private issuer.
Illustrative example
A calendar year-end issuer that determines it qualifies as an FPI on
30 June 2009 is no longer required to use Form 8-K to report
events occurring on or after that date. The new FPI also is not
required to file Form 10-Q for its quarters ended 30 June 2009 or
30 September 2009. Further, its insiders would no longer be
required to file Form 4 to report purchases and sales of the
issuer’s securities or other changes in beneficial ownership on or
after that date.
The SEC did not adopt any requirement for an issuer to report a
change in its status (i.e., from FPI to domestic issuer, or vice versa),
but an issuer may voluntarily provide such notice (e.g., a press
release, or Form 8-K or 6-K as applicable).
The SEC adopted similar accommodations for Canadian issuers using
the multijurisdictional disclosure system (MJDS). For example, a
Canadian MJDS filer will be required to test its status as a foreign
private issuer only as of the last business day of its second fiscal
Technical Line No. 2008-05, 10 October 2008
SEC final rule: Foreign Issuer Reporting Enhancements
quarter. However, that issuer must continue to test its eligibility to
file annual reports on Form 40-F based on the other requirements of
that Form (e.g., public float) at the end of its fiscal year. A Canadian
issuer that does not qualify as an FPI on the last day of its second
fiscal quarter could no longer use the MJDS forms for Securities Act
offerings, effective immediately. However, it would still be able to
use the other FPI registration statement forms (e.g., Forms F-1, F3) until the end of its fiscal year.
Summary of Form 20-F amendments
The amendments to Form 20-F that are included in the FIRE release
are described below. Since other registration statements (e.g.,
Forms F-1, F-3) for FPIs often refer to Form 20-F as a source of
their requirements, these amendments often will affect those
registration statements as well.
Accelerated filing deadline
Foreign private issuers have not been required to file their annual
reports on Form 20-F until six months after the end of the fiscal year
covered by the report. By comparison, a domestic issuer is required
to file its annual report on Form 10-K within 60 to 90 days after the
end of the fiscal year, depending on its status as an accelerated filer.
In part because FPIs often are required to submit financial
statements in their home jurisdictions before the six month due date
to file Form 20-F, the SEC amendments will require annual reports
on Form 20-F to be filed within four months after fiscal year-end,
regardless of the size of issuer, after a three-year transition period.4
That is, a foreign private issuer must begin to comply with the new
deadline to file its Form 20-F annual report for its fiscal year ending
on or after 15 December 2011.
Illustrative example
A calendar year-end foreign private issuer using Form 20-F will be
required to file its 31 December 2011 annual report with the SEC
by 30 April 2012. This deadline would apply regardless of the size
of the FPI.
Some countries have established a 2011 effective date for the
adoption of IFRS. Thus, FPIs in those countries might be adopting
both IFRS and the new reporting deadline for Form 20-F in the same
4
The SEC did not adopt any acceleration in the filing deadline for annual
reports filed on Form 40-F for Canadian issuers using MJDS, which must
continue to be filed by the due date for the information as established by
the respective Canadian securities commission or equivalent regulatory
authority.
filing, which could create additional demands on the FPI and require
significant advance planning.
The SEC did not change the age of financial statement requirements
for registration statements of FPIs. For securities offerings
registered using Forms 20-F, F-1, F-3 or F-4, the most recent year of
audited financial statements included in the registration statement
can be no older than 15 months at the time of the offering or listing
(except in the case of an IPO where they can be no older than 12
months). Thus, as an example, a calendar year-end FPI could not
have a registration statement become effective between April 1 and
April 29 without filing its audited annual financial statements before
the due date of its annual report on Form 20-F.
The SEC stated that it will continue to monitor market developments
to consider whether it would be appropriate to further accelerate the
due date for annual reports filed on Form 20-F. The SEC also stated
that it will consider what accommodations, if any, should be provided
with regard to Industry Guide 3, Statistical Disclosure by Bank
Holding Companies, which calls for additional disclosures, as well as
the classification and disclosure of certain information under
different standards than required in the FPI’s home country.
Elimination of Item 17 reconciliation option for
registrants
Under Item 17 of Form 20-F, if an FPI prepares its financial statements
and schedules using a basis of accounting other than US GAAP or IFRS
as issued by the IASB, it must reconcile this information to US GAAP.
The reconciliation must include a narrative discussion of reconciling
differences, a reconciliation of net income for each year and any
interim periods presented, a reconciliation of major balance sheet
captions for each year and any interim periods, and a reconciliation of
cash flows for each year and any interim periods.5 In contrast, if an FPI
prepares its financial statements under Item 18 of Form 20-F, it must
provide all the information required by US GAAP and Regulation S-X,
in addition to the reconciling information required by Item 17. For
example, Item 17 does not require disclosures such as lease
commitments, segments and financial instruments that otherwise
would be required under Item 18.
Previously, an FPI that was only listing a class of securities on a
national securities exchange, or only registering a class of securities
under Exchange Act Section 12(g), without conducting a public
offering of those securities, could provide financial statements in
accordance with Item 17 of Form 20-F. FPIs also could provide
financial statements under Item 17 in their annual reports on Form
20-F. In addition, in certain non-capital raising offerings Item 17
financial statements have been permitted.
5
See Item 17(c)(2) of Form 20-F.
Technical Line No. 2008-05, 10 October 2008
3
SEC final rule: Foreign Issuer Reporting Enhancements
In order to provide investors with all the financial information
otherwise required by US GAAP and Regulation S-X, the SEC
amendments eliminate the availability of Item 17 for foreign private
issuers in the above circumstances subject to a three-year transition.
However, the SEC has retained the availability of Item 17 in MJDS
registration statements and for financial statements of a nonregistrant that are required to be included in a foreign or domestic
issuer’s registration statement, annual report or other Exchange Act
report. Accordingly, the Item 17 reconciliation option will continue
to be available for the financial statements of significant foreign
acquired businesses under Rule 3-05 of Regulation S-X, significant
foreign equity method investees under Rule 3-09 of Regulation S-X
and subsidiary guarantors or issuers for which an FPI files condensed
consolidating information under Rule 3-10(i) of Regulation S-X.
Among other things, Item 16F of Form 20-F will require an FPI to
disclose:
►
Whether the decision to change accountants was recommended
or approved by an audit committee or board of directors
►
Whether an independent accountant that previously was engaged
as the principal accountant to audit the issuer’s financial
statements, or a significant subsidiary on which the accountant
expressed reliance in its report, has resigned, declined to stand
for re-election, or was dismissed
►
Any disagreements and/or reportable events (e.g., audit report
containing an adverse or disclaimer of opinion, auditor
communication about a lack of sufficient internal controls,
inability of the auditor to rely on management’s representations,
need for the auditor to expand significantly the scope of the
audit) occurring within the issuer’s latest two fiscal years and any
interim period preceding the change of accountant
►
Whether, during the fiscal year in which the change of
accountants took place or during the subsequent year, the issuer
had any similar, material transactions to those that led to the
disagreement(s) with the former accountants, and whether such
transactions were accounted for or disclosed in a manner
different from that which the former accountants would have
concluded was required. In that case, the issuer must disclose the
effect on the financial statements if it had followed the method
that the former accountants would have required
►
Whether the foreign issuer consulted the newly engaged
independent accountant regarding the application of accounting
principles to a specified transaction and, if so, the views expressed
by the independent accountant. An issuer must request that the
newly engaged accountant review the disclosure before it is filed
with the SEC and must provide the new accountant an opportunity
to furnish the issuer with a letter addressed to the SEC containing
any new information, clarification of the issuer’s expression of the
accountant’s views, or the respects in which it does not agree with
the statements made by the issuer. This letter must be filed as an
exhibit to an issuer’s annual report on Form 20-F.
An FPI that has been preparing financial statements according to
Item 17 of Form 20-F will not be required to prepare financial
statements pursuant to Item 18 until it files an annual report for its
fiscal year ending on or after December 15, 2011.
Changes in certifying accountant
Domestic companies are required to disclose information about
changes in and disagreements with their certifying accountant in a
current report on Form 8-K and in registration statements. Such
disclosures are intended, among other things, to provide
transparency in circumstances in which an issuer may have searched
for an auditor that is willing to support a proposed accounting
treatment with which its former auditor would have disagreed (i.e.,
opinion shopping). FPIs have not been required to provide this
disclosure (except FPIs listed on the New York Stock Exchange that
are required to notify the public about a change in their auditors by
furnishing the information on a Form 6-K).
The SEC amendments will require every FPI to provide disclosures
upon a change in its certifying accountant (including both the
principal accountant and any other accountant on which the
principal accountant relies). Because FPIs do not file Form 8-Ks and
are not otherwise subject to Item 304 of Regulation S-K, the SEC will
require that disclosures similar to those required by Item 304 for
domestic filers be provided in Item 16F of Form 20-F.6 To the extent
that information about a change in certifying accountant is required
by the FPI’s home country at the time the event takes place, the
information must continue to be disclosed in a Form 6-K.
6
4
Although the disclosure requirements contained in Item 16F are
substantially similar to the disclosure requirements applicable to domestic
issuers in Item 304 of Regulation S-K, the due dates described in Item
304(a)(3) of Regulation S-K do not apply because, except in the case of
a registration statement, FPIs make the disclosure on an annual, rather
than on a current, basis.
An issuer must provide the former accountant with a copy of the
disclosures listed above. An issuer also must request the former
accountant to furnish the issuer with a letter addressed to the SEC
stating whether it agrees with the statements made by the issuer
and, if not, stating the respects in which it does not agree. This letter
must be filed as an exhibit to the issuer’s annual report on Form 20-F
or the registration statement containing these disclosures. If the
former accountant is unable to furnish the issuer with this letter by
the time the issuer files its annual report or registration statement,
Technical Line No. 2008-05, 10 October 2008
SEC final rule: Foreign Issuer Reporting Enhancements
the issuer will be permitted to file the letter with the Commission
within ten business days after the filing of the annual report or
registration statement. However, this accommodation is only
available to FPIs if the change in accountant occurred less than 30
days prior to the filing of the annual report or registration
statement.
The SEC also has adopted amendments to Forms F-1, F-3 and F-4 to
require the new Item 16F disclosures by all FPIs using those forms,
including repeat issuers. In addition, Form F-3 is being amended so
that Item 16F disclosures will be provided in a registration statement
at effectiveness, as well as in a prospectus used in connection with a
shelf offering.
An FPI must begin to comply with these new disclosure requirements
in its fiscal years ending on or after 15 December 2009.
Omission of segment data
The SEC has eliminated a narrow accommodation under Item 17 of
Form 20-F, which permitted certain FPIs that present financial
statements that otherwise fully comply with US GAAP to omit
segment data from their financial statements. These FPIs also have
been permitted to have a qualified audit report as a result of this
omission. An FPI must comply with this amendment beginning with
its fiscal year ending on or after 15 December 2009.
Differences in corporate governance practices
The legal and regulatory requirements for corporate governance in
FPIs’ home jurisdictions often differ from the corporate governance
practices of domestic companies. Under the rules of certain US
securities exchanges,7 listed FPIs are required to disclose the
differences between the corporate governance practices in their
home jurisdiction and those followed by domestic companies (unless
an exception from disclosure applies). The exchanges require these
disclosures to be provided in either the FPI’s annual report or
registration statement, or on the FPI’s corporate website.
New Item 16G of Form 20-F will require a listed FPI to provide a
concise summary in its annual report of the significant ways in
which its corporate governance practices differ from the corporate
governance practices followed by domestic companies under the
relevant exchange’s listing standards. The SEC amendments will
give investors access to all of the corporate governance information
about an FPI in one location and will provide investors with updates
about an FPI’s corporate governance practices. Because the SEC
has not specified a particular format for this disclosure, it is
7
See Section 303A.00 of the NYSE Listed Company Manual; Section
4350(a)(1) of the Nasdaq Manual; and Section 110 of the Amex Company
Guide .
expected to be similar, if not the same, as the disclosure currently
provided in response to the disclosure requirements of the
respective securities exchange.
An FPI will be required to provide information pursuant to Item 16G of
Form 20-F for its fiscal years ending on or after 15 December 2008.
Accordingly, an issuer with a year ended 31 December will be required
to provide these disclosures in its 2008 Form 20-F.
ADR fees and payments
The SEC amendments will require FPIs to disclose information in
their annual reports on Form 20-F about the fees and other charges
paid in connection with American Depositary Receipts (ADR)
facilities. The SEC believes that the enhanced disclosures will benefit
ADR holders, especially in light of new depositary fees that are being
charged to ADR holders in connection with sponsored ADR facilities.
Although ADR fees are disclosed in the ADR itself, ADR holders
frequently purchase their ADRs in book-entry form and do not see
the fee provision in the physical ADR certificate.
The amendments to Form 20-F revise Item 12.D.3 and the
Instruction to Item 12 to require disclosure of the fees paid by ADR
holders on an annual basis, including the annual fee for general
depositary services. In addition, FPIs will be required to disclose any
payments that they have received from depositaries in connection
with their ADR programs, which must be disclosed on a per payment
basis and not aggregated. Disclosure of these payments will be
required in any registration statement on Form 20-F filed for the
deposited securities, as well as in the annual report on Form 20-F of
an FPI with sponsored ADR facilities.
An FPI will be required to provide this information in its annual
report for its fiscal years ending on or after 15 December 2009.
Other amendments and considerations
Going private transactions
The SEC adopted amendments to Exchange Act Rule 13e-3, which
relates to going private transactions by reporting issuers or their
affiliates. The amendments reflect the SEC’s recently adopted
deregistration and termination of reporting rules applicable to FPIs.8
FPIs will be required to comply with these amendments beginning
with their fiscal year ending on or after 15 December 2011.
Other considerations
The SEC had proposed to amend Item 17(a) of Form 20-F to
require FPIs to provide, in certain circumstances, the financial
8
Release No. 34–55540.
Technical Line No. 2008-05, 10 October 2008
5
SEC final rule: Foreign Issuer Reporting Enhancements
information required by Rule 3-05 and Article 11 of Regulation S-X
in their annual reports. The proposal would have required audited
financial statements for significant, completed acquisitions and
related pro forma financial information. The SEC decided not to
adopt these amendments at this time, but stated that it will continue
to consider the proposal in light of the concerns expressed during
the comment letter process.
Key dates
The following provides a summary of the compliance dates for each
amendment contained within the final FIRE rule:
Amendment
Compliance date
Annual test for FPI status
On the last business day of the second fiscal quarter ending on or
after 5 December 2008.
Disclosures about difference in corporate governance practices
Fiscal years ending on or after 15 December 2008
Disclosure about changes in certifying accountant
Fiscal years ending on or after 15 December 2009
Elimination of ability to omit segment data
Fiscal years ending on or after 15 December 2009
Disclosures about ADR fees and payments
Fiscal years ending on or after 15 December 2009
Four month reporting deadline for Form 20-F
Fiscal years ending on or after 15 December 2011
Elimination of Item 17 reconciliation option for registrants
Fiscal years ending on or after 15 December 2011
Going private transactions
Fiscal years ending on or after 15 December 2011
6
Technical Line No. 2008-05, 10 October 2008
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