that formerly gave rise to section 15(d) reporting obligations, as
reproposed. The Rule 12g3-2(b) exemption received under new Rule 12g3-
2(e) will remain in effect for as long as the foreign private issuer
satisfies the rule's electronic publication conditions or until the
issuer registers a new class of securities under section 12 or incurs
section 15(d) reporting obligations by filing a new Securities Act
registration statement, which has become effective.\171\
---------------------------------------------------------------------------

    \171\ See New Exchange Act Rule 12g3-2(e)(3) (17 CFR 240.12g3-
2(e)(3)).
---------------------------------------------------------------------------

1. Extension of the Rule 12g3-2(b) Exemption Under Rule 12g3-2(e)
    As adopted, because Rule 12g3-2(e) applies to any issuer that has
terminated its reporting under Rule 12h-6, the rule amendment will
effectively extend the Rule 12g3-2(b) exemption to:
     a foreign private issuer immediately upon its termination
of reporting regarding a class of equity securities pursuant to Rule
12h-6(a);
     a successor issuer immediately upon its termination of
reporting regarding a class of equity securities pursuant to Rule 12h-
6(d); and
     a prior Form 15 filer immediately upon its termination of
reporting regarding a class of equity securities pursuant to Rule 12h-
6(i).\172\
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    \172\ Most parties that commented on reproposed Rule 12g3-2(e)
favored the extension of the Rule 12g3-2(b) exemption to the above
categories of issuers. See, for example, the letter from the ABA.
---------------------------------------------------------------------------

    Currently Rule 12g3-2(d)(2) precludes extending the Rule 12g3-2(b)
exemption to a foreign private issuer, other than a Canadian issuer
using the MJDS forms, that has issued securities in a merger or other
similar transaction to acquire a company that has registered a class of
securities under section 12 or has a reporting obligation under section
15(d).\173\ As amended, and as reproposed, Rule 12g3-2(d)(2) will
effectively extend the Rule 12g3-2(b) exemption to a successor issuer
that has terminated its Exchange Act reporting obligations under Rule
12h-6(d). Since we are permitting a successor issuer to rely on its
predecessor's reporting history for the purpose of Rule 12h-6, we
believe the issuer should also benefit from claiming the Rule 12g3-2(b)
exemption immediately upon the effectiveness of its Form 15F.
---------------------------------------------------------------------------

    \173\ 17 CFR 240.12g3-2(d)(2).
---------------------------------------------------------------------------

    Also as reproposed, we are extending the Rule 12g3-2(b) amendment
immediately upon the termination of reporting pursuant to Rule 12h-6(i)
to a foreign private issuer that, before the effective date of Rule
12h-6, terminated its registration or suspended its reporting
obligations regarding a class of equity securities after filing a Form
15. This is consistent with our expansion of the scope of Rule 12h-6 to
encompass prior Form 15 filers. Without this change, a prior Form 15
filer would find itself subject to the 18 month waiting period that
currently exists under Rule 12g3-2(d), although the issuer qualified
for termination of reporting under Rule 12h-6(i).
    We further are permitting a foreign private issuer that filed a
Form 15F solely to terminate its reporting obligations regarding a
class of debt securities to establish the Rule 12g3-2(b) exemption for
a class of equity securities upon the effectiveness of its termination
of reporting regarding the class of debt securities.\174\ Since we are
abolishing the 18 month ``waiting period'' for equity securities
issuers that have terminated their Exchange Act reporting obligations
pursuant to Rule 12h-6, it would serve no useful purpose to impose this
waiting period on a debt securities issuer that determines that it will
need the Rule 12g3-2(b) exemption for a class of equity securities
following its termination of reporting under Rule 12h-6.
---------------------------------------------------------------------------

    \174\ New Exchange Act Rule 12g3-2(e)(4) (17 CFR 240.12g3-
2(e)(4)).
---------------------------------------------------------------------------

    The reproposed version of Rule 12g3-2(e)(4) provided that a debt
securities issuer could apply for the Rule 12g3-2(b) exemption at any
time following the effectiveness of its termination of reporting
regarding the class of debt securities. One commenter pointed out that
this version, if adopted, would jeopardize the legality of a sponsored
ADR facility maintained by a registered debt securities issuer
regarding a class of equity securities.\175\ A foreign private issuer
that has registered only debt securities under the Securities Act may
establish an ADR facility for its equity securities by filing and
having become effective a Form F-6 registration statement because it is
an Exchange Act reporting company.\176\ Such an issuer would lose the
legal basis for its ADR facility if, before it could apply for the Rule
12g3-2(b) exemption, it had to wait until after the completion of the
90-day waiting period, when the termination of its Exchange Act
reporting obligations under Rule 12h-6 would become effective.
---------------------------------------------------------------------------

    \175\ See the letter from MTR Corporation.
    \176\ See General Instruction I.A.3 of Form F-6.
---------------------------------------------------------------------------

    As we have previously stated, we value the formation of ADR
facilities, because they are beneficial to U.S. investors, and we
encourage foreign issuers to continue to maintain their ADR facilities
after terminating their Exchange Act reporting obligations. Therefore,
we are clarifying that, under adopted Rule 12g3-2(e)(4), while a debt
securities issuer may establish the Rule 12g3-2(b) exemption only upon
the effectiveness of its termination of reporting regarding its class
of debt securities under Rule 12h-6, it may apply for the Rule 12g3-
2(b) exemption after it has filed its Form 15F and commenced the 90-day
waiting period.\177\ The issuer must include in that application the
date that it filed its Form 15F as well as the address of its Internet
Web site or that of the electronic information delivery system on which
it will publish the material home country information required under
Rule 12g3-2(b).
---------------------------------------------------------------------------

    \177\ Commission staff will work with issuers to coordinate the
establishment of the Rule 12g3-2(b) exemption on the same day as
their termination of Exchange Act reporting.
---------------------------------------------------------------------------

2. Electronic Publishing of Home Country Documents
    Currently foreign companies claim the Rule 12g3-2(b) exemption by
submitting to the Commission on an ongoing basis the material required
by the rule. This material may only be submitted in paper

format.\178\ Because paper submissions are more difficult to access, we
are adopting Rule 12g3-2(e), which relies on electronic access to a
foreign company's home country securities documents, although not
through the Commission's electronic database.
---------------------------------------------------------------------------

    \178\ A foreign private issuer that has successfully filed an
application for the Rule 12g3-2(b) exemption must currently furnish
its home country documents in paper because the application is
analogous to one submitted for an exemption under Exchange Act
section 12(h). See Regulation S-T Rule 101(c)(16)(17 CFR
232.101(c)(16)). Although the Commission's EDGAR database contains
an entry signifying the receipt of paper documents, materials
received in paper are not accessible through the EDGAR system.
---------------------------------------------------------------------------

    As part of the condition requiring an issuer to publish its home
country documents required under Rule 12g3-2(b)(1)(iii) on its Internet
Web site or through an electronic information delivery system generally
available to the public in its primary trading market, Rule 12g3-2(e)
will require an issuer to publish English translations of the following
documents:
     its annual report, including or accompanied by annual
financial statements;
     interim reports that include financial statements;
     press releases; and
     all other communications and documents distributed
directly to security holders of each class of securities to which the
exemption relates.\179\
---------------------------------------------------------------------------

    \179\ Note 1 to Rule 12g3-2(e). Rule 12g3-2(b) requires an
exempt issuer to submit substantially the same categories of home
country documents as a reporting issuer must furnish to the
Commission under cover of Form 6-K. Moreover, both Rule 12g3-2(b)
and Form 6-K state that only material information need be furnished
under the rule and form. See Rule 12g3-2(b)(3) (17 CFR 240.12g3-
2(b)(3)) and General Instruction B to Form 6-K.
---------------------------------------------------------------------------

    Rule 12g3-2(e) will further require a foreign private issuer of
equity securities to disclose in the Form 15F the address of its
Internet Web site or that of the electronic information delivery system
in its primary trading market on which it will publish the information
required under Rule 12g3-2(b)(1)(iii).\180\ The purpose of this
requirement is to alert investors and the Commission regarding where
investors and others may find the company's home country documents
should a problem arise concerning the Internet location of those
documents.
---------------------------------------------------------------------------

    \180\ Note 3 to Rule 12g3-2(e). An issuer will not have to
update the Form 15F to reflect a change in that address.
---------------------------------------------------------------------------

    Currently non-reporting issuers that seek the Rule 12g3-2(b)
exemption must submit their letter application for the exemption and
their home country documents to the Commission in paper. The same
primary reason for requiring an issuer to publish its home country
documents electronically after it terminates its reporting obligations
under Rule 12h-6 applies equally to current Rule 12g3-2(b) exempt
companies and the non-reporting companies that eventually will apply
for the exemption. In each case, the electronic posting of an issuer's
home country documents will increase an investor's ability to access
those documents.
    Therefore, we are adopting, as proposed, an amendment to Rule 12g3-
2 to permit a foreign private issuer that, upon application to the
Commission and not after filing Form 15F, has obtained or will obtain
the Rule 12g3-2(b) exemption to publish its home country documents that
it is required to furnish on a continuous basis under Rule 12g3-
2(b)(1)(iii) on its Internet Web site or through an electronic
information delivery system generally available to the public in its
primary trading market.\181\ As a condition to this electronic posting,
an issuer that wishes to use this procedure will have to comply with
the English translation requirements of reproposed Rule 12g3-2(e). It
also will have to provide the Commission with the address of its
Internet Web site or that of the electronic information delivery system
in its primary trading market in its application for the Rule 12g3-2(b)
exemption or in an amendment to that application.
---------------------------------------------------------------------------

    \181\ New Exchange Act Rule 12g3-2(f) (17 CFR 240.12g3-2(f)).
Parties that commented on the reproposed extension of Rule 12g3-2(b)
supported this electronic publishing provision for issuers claiming
the Rule 12g3-2(b) other than through Rule 12h-6. See, for example,
the letters from the ABA and Skadden Arps.
---------------------------------------------------------------------------

    Currently the Commission does not have an established means for a
non-reporting company to submit electronically to the Commission its
initial documents under Rule 12g3-2(b)(1)(i) and (ii).\182\ Therefore,
an applicant will have to continue to submit its letter application and
the home country documents submitted in support of its initial
application to the Commission in paper.\183\
---------------------------------------------------------------------------

    \182\ 17 CFR 240.12g3-2(b)(1)(i) and (ii).
    \183\ As under current practice, the applicant should send these
initial materials to the Commission's Office of International
Corporate Finance in the Division of Corporation Finance.
---------------------------------------------------------------------------

    At both the proposing and reproposing stages, some commenters
suggested that the Commission impose a specific time limit, for example
three years, governing how long an issuer must keep its home country
documents on its Internet Web site.\184\ We decline to adopt a specific
time limit primarily because different types of home country documents
may require different periods of electronic posting. While an issuer
will be required to post electronically a home country document for a
reasonable period of time, what constitutes a reasonable period will
depend on the nature and purpose of the home country document. At a
minimum, we suggest companies provide Web site access to their home
country reports for at least a 12 month period.
---------------------------------------------------------------------------

    \184\ See Part II.H.2 of the Reproposing Release and, more
recently, the letter from Sullivan & Cromwell.
---------------------------------------------------------------------------

    We also suggest that, if an issuer publishes its home country
documents required under Rule 12g3-2(b) on an electronic information
delivery system or an Internet Web site that is not in English, the
issuer provide a prominent link on its Internet Web site directing
investors to those home country documents in English.

I. Concerns Regarding Securities Act Rule 701

    Some commenters asked that we clarify the availability of
Securities Act Rule 701 \185\ for a foreign private issuer that
terminates its registration and reporting obligations under Rule 12h-6.
By its terms, Rule 701 is available to any issuer that is not subject
to the reporting requirements of Exchange Act section 13 or 15(d).
Therefore, upon the effectiveness of termination of registration and
reporting requirements under Rule 12h-6, a foreign private issuer would
appear to satisfy this condition of Rule 701.
---------------------------------------------------------------------------

    \185\ 17 CFR 230.701. Rule 701 provides a Securities Act
exemption for the offer and sale of securities to employees and
others pursuant to certain compensatory benefit plans and contracts
relating to compensation.
---------------------------------------------------------------------------

    As we noted when originally proposing Rule 12h-6, before the filing
of a Form 15F, a foreign private issuer would have to file a post-
effective amendment to terminate the registration of its remaining
unsold securities under any of its Securities Act registration
statements.\186\ This would include a Form S-8 registration statement
relating to securities issuable under certain compensatory benefit
plans. After the effectiveness of the Form 15F, a foreign private
issuer would be able to rely on Rule 701 with respect to unsold
securities that had previously been covered by the Form S-8
registration statement.
---------------------------------------------------------------------------

    \186\ See the Original Proposing Release at n. 45.
---------------------------------------------------------------------------

III. Paperwork Reduction Act Analysis

    The final rule amendments contain ``collection of information''
requirements within the meaning of the Paperwork Reduction Act of 1995

(``PRA'').\187\ The titles of the affected collection of informations
are Form 20-F (OMB Control No. 3235-0288), Form 40-F (OMB Control No.
3235-0381), Form 6-K (OMB Control No. 3235-0116), new Form 15F, and
submissions under Exchange Act Rule 12g3-2 (OMB Control No. 3235-
0119).\188\ An agency may not conduct or sponsor, and a person is not
required to respond to, a collection of information such as Form 20-F
or new Form 15F unless it displays a currently valid OMB control
number. Compliance with the disclosure requirements of new Form 15F and
new Rule 12h-6, which will affect the above collections of information,
is mandatory.
---------------------------------------------------------------------------

    \187\ 44 U.S.C. 3501 et seq.
    \188\ A limited number of foreign private issuers file annual
reports on Form 10-K. In voluntarily electing to file periodic
reports using domestic issuer forms, these issuers seem to have
closely aligned themselves with the U.S. market. Accordingly, for
the purpose of the Paperwork Reduction Act Analysis, these issuers
do not appear likely to terminate their Exchange Act registration
under new Rule 12h-6, and we have assumed that none of these
companies will seek to use Rule 12h-6. Foreign private issuers that
file periodic reports using domestic issuer forms will be eligible,
nonetheless, to use Rule 12h-6.
---------------------------------------------------------------------------

    Form 20-F sets forth the disclosure requirements for a foreign
private issuer's annual report and registration statement under the
Exchange Act as well as many of the disclosure requirements for a
foreign private issuer's registration statements under the Securities
Act. We adopted Form 20-F pursuant to the Exchange Act and the
Securities Act in order to provide investors with information about
foreign private issuers that have registered securities with the
Commission.
    Form 40-F sets forth the disclosure requirements regarding the
annual report and registration statement under the Exchange Act for a
Canadian issuer that is qualified to use the Multijurisdictional
Disclosure System (``MJDS''). We adopted Form 40-F pursuant to the
Exchange Act in order to permit qualified Canadian issuers to prepare
their Exchange Act annual reports and registration statements based
primarily in accordance with Canadian requirements.
    Form 6-K is used by a foreign private issuer to report material
information that it:
     makes or is required to make public under the laws of the
jurisdiction of its incorporation, domicile or organization (its ``home
country'');
     files or is required to file with its home country stock
exchange that is made public by that exchange; or
     distributes or is required to distribute to its security
holders.
    A foreign private issuer may attach annual reports to security
holders, statutory reports, press releases and other documents as
exhibits or attachments to the Form 6-K. We adopted Form 6-K under the
Exchange Act in order to keep investors informed on an ongoing basis
about foreign private issuers that have registered securities with the
Commission.
    New Form 15F is the form that a foreign private issuer must file
when terminating its Exchange Act reporting obligations under new
Exchange Act Rule 12h-6. Form 15F requires a filer to disclose
information that will help investors understand the foreign private
issuer's decision to terminate its Exchange Act reporting obligations
and assist Commission staff in assessing whether the Form 15F filer is
eligible to terminate its Exchange Act reporting obligations pursuant
to Rule 12h-6.
    Exchange Act Rule 12g3-2 is an exemptive rule that, under paragraph
(b) of that rule, provides an exemption from Exchange Act section 12(g)
registration for a foreign private issuer that, in addition to
satisfying other requirements, submits copies of its material home
country documents to the Commission on an ongoing basis. We adopted
paragraph (b) of Rule 12g3-2 in order to provide information for U.S.
investors concerning foreign private issuers with limited securities
trading in U.S. capital markets.
    The hours and costs associated with preparing, filing and sending
Forms 20-F, 40-F, 6-K and 15F, and making submissions under Exchange
Act Rule 12g3-2(b) constitute reporting and cost burdens imposed by
those collections of information. We based our estimates of the effects
that the final rule amendments will have on those collections of
information primarily on our review of the most recently completed PRA
submissions for Forms 20-F, 40-F, and 6-K, and for submissions under
Rule 12g3-2(b), on the particular requirements for those forms and
submissions, and on relevant information, for example, concerning
comparative trading volume for numerous filers of those forms.
    Final Rule 12h-6 will permit a foreign private issuer to terminate
permanently its Exchange Act reporting obligations, including the
obligation to file an annual report on Form 20-F or 40-F and the
obligation to submit Form 6-K reports, after filing a Form 15F. Final
Rule 12h-6 and the accompanying rule amendments will also enable a
foreign private issuer to claim the Rule 12g3-2(b) exemption
immediately upon the effectiveness of its termination of reporting
pursuant to the new exit rule, and to publish copies of its home
country documents required by Rule 12g3-2(b) on its Internet Web site
instead of submitting them in paper to the Commission. We have based
the annual burden and cost estimates of the adopted rule amendments on
Forms 20-F, 40-F, 6-K and 15F, and on the home country submissions
required under Rule 12g3-2(b), on the following estimates and
assumptions:
     a foreign private issuer incurs or will incur 25% of the
annual burden required to produce each Form 20-F or 40-F report or Form
15F;
     outside firms, including legal counsel, accountants and
other advisors, incur or will incur 75% of the burden required to
produce each Form 20-F or 40-F report or Form 15F at an average cost of
$400 per hour;
     a foreign private issuer incurs or will incur 75% of the
annual burden required to produce each Form 6-K report and Rule 12g3-
2(b) submission, not including English translation work, and 25% of the
annual burden required to perform the English translation work for Form
6-K reports and Rule 12g3-2(b) submissions; and
     outside firms, including legal counsel, accountants and
other advisors, incur or will incur 25% of the burden required to
produce each Form 6-K report and Rule 12g3-2(b) submission, not
including English translation work, at an average cost of $400 per
hour, and 75% of the annual burden resulting from the English
translation work for Form 6-K reports and Rule 12g3-2(b) submissions,
at an average cost of $125 per hour.
    As was the case with the originally proposed and reproposed rule
amendments, the estimated effects of the adopted rule amendments
reflect the initial phase-in period of the Exchange Act termination
process under new Rule 12h-6 and Form 15F during the first year of
availability. We expect that most of these estimated effects will occur
on a one-time, rather than a recurring, basis. While we expect that
some issuers will terminate their Exchange Act reporting under Rule
12h-6 and file Form 15F in subsequent years, we do not expect the
resulting burdens and costs to be of the same magnitude as the burdens
and costs currently expected during the first year. Moreover, we expect
that over time, the number of foreign private issuers that are
encouraged to enter the Exchange Act reporting system as a result of
the rule amendments will increase so that, on an annual basis, the
number of foreign companies entering the Exchange Act reporting regime
will exceed the number exiting that regime.

    We published a notice requesting comment on the collection of
information requirements in the Original Proposing Release and
submitted these requirements to the Office of Management and Budget
(``OMB'') for review in accordance with the PRA.\189\ OMB subsequently
approved the proposed requirements without change. We received several
comment letters regarding the proposed rule amendments, although none
addressed their estimated effects on the collection of information
requirements. We revised and reproposed Rule 12h-6 and the accompanying
rule amendments in response to these comments. We also revised the
estimated reporting and cost burdens for the reproposed rules.\190\
Because we are adopting Rule 12h-6 and the accompanying rule amendments
substantially as reproposed, the estimated reporting and cost burdens
for the adopted rules remain the same as the estimated reporting and
cost burdens for the reproposed rules, as discussed below.
---------------------------------------------------------------------------

    \189\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
    \190\ See Part III of the Reproposing Release.
---------------------------------------------------------------------------

A. Form 20-F

    During the first year of effectiveness of reproposed Rule 12h-6, we
estimate that as many as 25% of Form 20-F filers could terminate their
Exchange Act reporting obligations under the new rule.\191\ However, we
continue to believe that Rule 12h-6 will encourage some foreign
companies to enter the Exchange Act registration and reporting regime
for the first time. Consequently, during the first effective year of
Rule 12h-6, the number of Form 20-F annual reports filed could increase
by 5%, leading to a net decrease of 20% for Form 20-Fs filed over this
same period. This net decrease would cause:
---------------------------------------------------------------------------

    \191\ 191 As noted at the reproposing stage, a review by the
Commission's Office of Economic Analysis of trading volume data on a
sample of foreign Exchange Act reporting companies that filed Form
20-F during 2004 suggested that approximately 30% of filers would
meet the U.S. trading volume threshold of the reproposed rule. See
Part III, n. 137 of the Reproposing Release. A more recent review of
the Office of Economic Analysis of trading volume data on foreign
Exchange Act reporting companies with common equity trading during
2005 indicates that an estimated 29% of filers would meet the U.S.
trading volume threshold of the adopted rule. That percentage may
vary by region.
---------------------------------------------------------------------------

     the number of Form 20-Fs filed to decrease to 880; \192\
---------------------------------------------------------------------------

    \192\ 1,100 Form 20-Fs filed annually (prior to this rulemaking)
x .20 = 220; 1,100--220 = 880 Form 20-Fs filed annually.
---------------------------------------------------------------------------

     the total number of burden hours required to produce Form
20-F \193\ to decrease to 2,314,400 total hours; \194\
---------------------------------------------------------------------------

    \193\ As in the Reproposing Release, we estimate that a foreign
private issuer requires on average 2,630 hours to produce each Form
20-F.
    \194\ 880 Form 20-Fs filed annually x 2,630 hours per Form 20-F
= 2,314,400 hours.
---------------------------------------------------------------------------

     the total number of burden hours required by foreign
private issuers to produce Form 20-F to decrease to 578,600 total
hours; \195\ and
---------------------------------------------------------------------------

    \195\ 880 Form 20-Fs x 2,630 hours per Form 20-F x .25 = 578,600
hours. Thus, we estimate that, during the first year of
effectiveness of Rule 12h-6, foreign private issuers could incur a
reduction of 144,650 hours in the number of burden hours required to
produce Form 20-F. 220 Form 20-Fs x 2,630 hrs. x .25 = 144,650
hours. Using an estimated hourly rate of $175 for in-house work,
foreign private issuers could incur Form 20-F cost savings of
$25,313,750 during Rule 12h-6's first year of effectiveness. 144,650
hrs. x $175/hr. = $25,313,750.
---------------------------------------------------------------------------

     the cost incurred by outside firms \196\ to produce Form
20-F to total $694,320,000.\197\
---------------------------------------------------------------------------

    \196\ We estimate cost savings of $173,580,000 regarding outside
firms' production of Form 20-Fs during Rule 12h-6's first year of
effectiveness. 220 Form 20-Fs x 2,630 hrs. x .75 x $400/hr. =
$173,580,000. Thus, during the first year of its effectiveness, Rule
12h-6 could result in total estimated Form 20-F cost savings of
$198,893,750. $25,313,750 + $173,580,000 = $198,893,750.
    \197\ 880 Form 20-Fs x 2,630 hours x .75 x $400/hour =
$694,320,000. The $108,487,500 increase reflects the increase in the
estimated outside firm hourly rate from $300 to $400.
---------------------------------------------------------------------------

B. Form 40-F

    During the first year of effectiveness of Rule 12h-6, we estimate
that as many as 10% of Form 40-F filers could terminate their Exchange
Act reporting obligations under the new rule.\198\ However, the
reproposed rule could encourage some foreign companies to enter the
Exchange Act registration and reporting regime for the first time,
including some that would be eligible to use the MJDS forms, including
the Form 40-F annual report. Consequently, over this same period, the
number of Form 40-F annual reports filed could increase by
approximately 3%, resulting in a net decrease of 7% for Form 40-Fs
filed over this same period.\199\ This net decrease would cause:
---------------------------------------------------------------------------

    \198\ We do not expect the expanded scope of reproposed Rule
12h-6 to have as great an effect on MJDS filers as other foreign
reporting companies since, typically, the U.S. trading volume
relating to those shares is significant. Moreover, because of their
close proximity to U.S. capital markets, we believe MJDS filers are
less likely to seek to terminate their Exchange Act reporting
obligations than other foreign private issuers. Accordingly, based
on current experience, we expect no more than 10% of Form 40-F
filers will terminate their Exchange Act reporting obligations under
Rule 12h-6.
    \199\ This is the same percentage previously estimated under the
originally proposed rule amendments.
---------------------------------------------------------------------------

     the number of Form 40-Fs filed to total 125; \200\
---------------------------------------------------------------------------

    \200\ 134 Form 40-Fs filed annually (prior to this rulemaking) x
.07 = 9; 134-9 = 125 Form 40-Fs filed annually.
---------------------------------------------------------------------------

     the number of burden hours required to produce Form 40-F
\201\ to total 53,375 total hours; \202\
---------------------------------------------------------------------------

    \201\ As in the Reproposing Release, we estimate that it takes
427 hours on average to produce a Form 40-F report.
    \202\ 125 Form 40-Fs filed annually x 427 hours per Form 40-F =
53,375 hours.
---------------------------------------------------------------------------

     the number of burden hours required by foreign private
issuers to produce Form 40-F to total 13,344 hours; \203\ and
---------------------------------------------------------------------------

    \203\ 125 Form 40-Fs filed annually x 427 hours per Form 40-F x
.25 = 13,344 hours. Thus, we estimate that, during the first year of
effectiveness of Rule 12h-6, foreign private issuers could incur a
reduction of 961 hours in the number of burden hours required to
produce Form 40-F. 9 Form 40-Fs x 427 hrs. x .25 = 961 hrs. This
could result in estimated Form 40-F cost savings for foreign private
issuers of $168,175. 961 hrs. x $175/hr. = $168,175.
---------------------------------------------------------------------------

     the cost incurred by outside firms to produce Form 40-F to
total $16,012,500.\204\
---------------------------------------------------------------------------

    \204\ 125 Form 40-Fs filed annually x 427 hours per Form 40-F x
.75 x $400/hour = $16,012,500. This estimate corresponds to
estimated cost savings of $1,152,900 in connection with outside
firms' production of Form 40-F during reproposed Rule 12h-6's first
year of effectiveness. 9 x 427 hrs. x .75 x $400/hr. = $1,152,900.
Thus, during the first year of its effectiveness, Rule 12h-6 could
result in estimated total Form 40-F cost savings of $168,175 +
$1,152,900 = $1,321,075.
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C. Form 6-K

    During the first year of effectiveness of Rule 12h-6, we estimate
that as many as 23% of foreign private issuers that furnish Form 6-K
reports could terminate their Exchange Act reporting obligations under
the new rule.\205\ However, the adopted rule could encourage some
foreign companies to enter the Exchange Act registration and reporting
regime for the first time, including those that will furnish Form 6-K
reports. Consequently, over this same period, the number of Form 6-K
reports furnished could increase by as much as 5%,\206\ resulting in a
net decrease of 18% for Form 6-Ks furnished over this same period. This
net decrease would cause:
---------------------------------------------------------------------------

    \205\ This estimate is based on the estimated number of Form 20-
F and Form 40-F filers that are expected to terminate their Exchange
Act reporting obligations under 2h-6. 1,100 Form 20-Fs x .25 = 275;
134 Form 40-Fs x .10 = 13; 288 = .23 x 1,234.
    \206\ This estimate is based on the estimated number of foreign
private issuers that are expected to enter the Exchange Act
reporting regime and file Form 20-Fs or Form 40-Fs as a result of
this rulemaking during the first year of effectiveness. 1,100 Form
20-Fs x .05 = 55; 134 Form 40-Fs x .03 = 4; 59 = .05 x 1,234.

---------------------------------------------------------------------------

     the number of Form 6-K reports furnished to decrease to
12,022; \207\
---------------------------------------------------------------------------

    \207\ 14,661 Form 6-K reports x .18 = 2,639; 14,661 - 2,639 =
12,022 Form 6-K reports.
---------------------------------------------------------------------------

     the total number of burden hours required to produce the
Form 6-Ks \208\ to decrease to 104,591 total hours; \209\
---------------------------------------------------------------------------

    \208\ In the Original and Reproposing Releases, we estimated
that, prior to this rulemaking, it took a total of 127,197 annual
burden hours to produce the 14,661 Form 6-Ks, or approximately 8.7
hours per Form 6-K (for work performed by foreign private issuers
and outside firms). We continue to use this 8.7 hour estimate for
the final rule amendments.
    \209\ 12,022 Form 6-K reports x 8.7 hours = 104,591 hours.
---------------------------------------------------------------------------

     the total number of burden hours required by foreign
private issuers \210\ to produce Form 6-K to decrease to 65,369 hours;
\211\ and
---------------------------------------------------------------------------

    \210\ We estimate that, during the first year of effectiveness
of Rule 12h-6, foreign private issuers could incur a reduction of
14,349 hours in the number of burden hours required to produce Form
6-K. 2,639 Form 6-Ks x 8.7 hours = 22,959 hours; 22,959 hours x .25
= 5,740 hours of English translation work; 5,740 hours x .25 = 1,435
hours of English translation work for foreign private issuers;
22,959 x .75 = 17,219 hours of non-English translation work; 17,219
x .75 = 12,914 hours of non-English translation work for foreign
private issuers; 1,435 + 12,914 = 14,349 hours. This could result in
estimated Form 6-K cost savings of $2,511,075 for foreign private
issuers during the first year of Rule 12h-6's effectiveness. 14,349
hrs. x $175/hr. = $2,511,075.
    \211\ 104,591 hours x .25 = 26,148 hours for English translation
work; 104,591 hours--26,148 hours = 78,443 hours for non-English
translation work; 78,443 hours x .75 = 58,832 hours for non-English
translation work performed by foreign private issuers; 26,148 hours
x .25 = 6,537 hours of English translation work performed by foreign
private issuers; 58,832 hours + 6,537 hours = 65,369 total hours for
Form 6-K work performed by foreign private issuers, or 5.4 hours for
foreign private issuer work per Form 6-K.
---------------------------------------------------------------------------

     the cost incurred by outside firms \212\ to produce Form
6-K to total $10,295,775.\213\
---------------------------------------------------------------------------

    \212\ We estimate cost savings of $2,260,025 in connection with
outside firms' production of Form 6-K during Rule 12h-6's first year
of effectiveness. 5,740 hrs. x .75 x $125/hour = $538,125 for
English translation work; 17,219 x .25 x $400/hour = $1,721,900 for
non-English translation work. $538,125 + $1,721,900 = $2,260,025 in
Form 6-K cost savings for outside firms. Thus, Rule 12h-6 could
result in total estimated Form 6-K cost savings of $4,771,100.
$2,511,075 + $2,260,025 = $4,771,100.
    \213\ 78,443 hours x .25 = 19,611 hours x $400/hour = $7,844,400
for non-translation work; 26,148 hours x .75 = 19,611 hours x $125/
hour = $2,451,375 for English translation work; $7,844,400 +
$2,451,375 = $10,295,775 for total work performed by outside firms.
The $2,078,475 increase reflects the increase in the estimated
outside firm hourly rate from $300 to $400 and the increase in the
estimated outside firm rate for English translation work from $75 to
$125/hour based on current information provided by financial printer
representatives.
---------------------------------------------------------------------------

D. Form 15F

    During the first year of effectiveness of Rule 12h-6, we estimate
that as many as 351 foreign private issuers \214\ could file a Form 15F
to terminate their Exchange Act reporting obligations, which would
cause:
---------------------------------------------------------------------------

    \214\ We derived this estimate from the number of Form 20-F
filers (275) and Form 40-F filers (13) estimated to elect to
terminate their Exchange Act reporting obligations under Rule 12h-6
during the first year of the rule's effectiveness. We then added to
this sum (288) the number of prior Form 15 filers (63) estimated to
file a Form 15F during the first year of Rule 12h-6's effectiveness
in order to make their Form 15 termination or suspension of
reporting obligations permanent. The latter number is based on the
approximate number of foreign private issuers that filed a Form 15
from 2003 through the present.
---------------------------------------------------------------------------

     the number of burden hours required to produce Form 15F
\215\ to total 10,530 hours; \216\
---------------------------------------------------------------------------

    \215\ In the Original and Reproposing Releases, we estimated
that the production of each Form 15F would require 30 hours. We
continue to use this estimate for the final rule amendments.
    \216\ 351 Form 15Fs x 30 = 10,530 hours.
---------------------------------------------------------------------------

     foreign private issuers to incur a total of 2,633 hours to
produce Form 15F; \217\ and
---------------------------------------------------------------------------

    \217\ 10,530 hours x .25 = 2,633 hours. This could result in
estimated Form 15F costs for foreign private issuers of $460,775
during Rule 12h-6's first year of effectiveness. 2,633 hrs. x $175 =
$460,775.
---------------------------------------------------------------------------

     outside firms to incur a total cost of $3,159,200 \218\ to
produce Form 15F.\219\
---------------------------------------------------------------------------

    \218\ 10,530 hours x .75 = 7,898 hours; 7,898 hours x $400/hour
= $3,159,200. The $3,159,200 increase reflects the increase in the
number of estimated Form 15F filers and the increase in the
estimated outside firm hourly rate from $300 to $400.
    \219\ Thus, Rule 12h-6 could result in total estimated Form 15F
costs of $3,619,975 during its first year of effectiveness. $460,775
+ $3,159,200 = $3,619,975.
---------------------------------------------------------------------------

E. Rule 12g3-2(b) Submissions

    We estimate that 685 foreign private issuers currently have
obtained the Rule 12g3-2(b) exemption.\220\ In addition, we estimate
that each Rule 12g3-2(b) exempt issuer currently makes 12 Rule 12g3-
2(b) submissions per year for a total of 8,220 Rule 12g3-2(b)
submissions. We further estimate that it takes a total of 32,880 annual
burden hours, or 4 annual burden hours per submission (for work
performed by foreign private issuers and outside firms), to produce the
8,220 Rule 12g3-2(b) submissions.\221\
---------------------------------------------------------------------------

    \220\ This estimate is based on Commission staff's most recent
annual review of the number of current Rule 12g3-2(b) exempt
companies, which will be available soon on our Internet Web site at
http://www.sec.gov/divisions/corpfin.shtml.

    \221\ These estimates are the same as the estimates presented in
the Reproposing Release. As we stated in that release, the estimates
represent an adjustment of 31,080 hours from the 1,800 total hours
previously reported for Rule 12g3-2(b) submissions. They reflect a
re-evaluation of the number of foreign private issuers that
currently claim the Rule 12g3-2(b) exemption, the number of Rule
12g3-2(b) submissions made by them, and the number of burden hours
required for their production, in addition to assessing the effects
on Rule 12g3-2(b) submissions expected to result from adoption of
the final rule amendments. We believe these estimates more
accurately reflect the current burden hours required for the
collections of information submitted under Rule 12g3-2(b).
---------------------------------------------------------------------------

    During the first year of effectiveness of reproposed Rule 12h-6, we
estimate that as many as 351 foreign private issuers could claim the
Rule 12g3-2(b) exemption immediately upon the effectiveness of their
termination of reporting under new Rule 12h-6.\222\ This increase in
the number of Rule 12g3-2(b) exempt issuers would cause:
---------------------------------------------------------------------------

    \222\ This amount includes the estimated 288 Form 20-F and 40-F
filers expected to terminate their Exchange Act reporting
obligations under Rule 12h-6 as well as the estimated 63 prior Form
15 filers expected to file a Form 15F to make their prior
termination or suspension of reporting under Rule 12h-6.
---------------------------------------------------------------------------

     the number of issuers claiming the Rule 12g3-2(b)
exemption to total 1,036;
     the number of Rule 12g3-2(b) submissions made annually to
total 12,432;
     the number of annual burden hours required to produce
these Rule 12g3-2(b) submissions to total 49,728 hours;
     foreign private issuers to incur a total of 31,080 annual
burden hours to produce these Rule 12g3-2(b) submissions, or 2.5 annual
burden hours per submission; \223\ and
---------------------------------------------------------------------------

    \223\ Because the home country document submission requirement
under Rule 12g3-2(b) is similar to the home country document
submission requirement under Form 6-K, we have used the same
assumptions regarding the English and non-English translation work
required under Rule 12g3-2(b) that we adopted for Form 6-K
submissions. Accordingly: 49,728 hours x .25 = 12,432 total annual
burden hours for English translation work; 49,728-12,432 = 37,296
total annual burden hours required for non-English translation work;
37,296 hours x .75 = 27,972 total annual burden hours incurred by
foreign private issuers for non-English translation work; 12,432
hours x .25 = 3,108 total annual hours incurred by foreign private
issuers for English translation work; 27,972 + 3,108 = 31,080 total
annual burden hours incurred by foreign private issuers for Rule
12g3-2(b) submissions, or 2.5 annual burden hours per submission. Of
the 31,080 hours, 10,530 hours would result from adoption of the new
rules and 20,550 hours represents an adjustment from the previous
PRA estimates for Rule 12g3-2 submissions.
---------------------------------------------------------------------------

     outside firms to incur a total cost of $4,909,275 \224\ to
produce the Rule 12g3-2(b) submissions.\225\
---------------------------------------------------------------------------

    \224\ 49,728 hours x .25 = 12,432 hours for English translation
work; 12,432 hours x .75 = 9,324 hours; 9,324 hours x $125 =
$1,165,500 for English translation work; 49,728 hours-12,432 hours =
37,296 hours for non-English translation work; 37,296 hours x .25 =
9,324 hours; 9,324 hours x $400 = $3,729,600 for non-English
translation work; $1,165,500 + $3,729,600 = $4,895,100 for total
work performed by outside firms. Of that total amount, $1,658,475
would result from adoption of the new rules and $3,236,625
constitutes an adjustment from the previous PRA estimates for Rule
12g3-2 submissions.
    \225\ We further estimate that new Rule 12h-6 and the
accompanying rule amendments could result in total estimated Rule
12g3-2(b) costs of $3,501,225 during the first year of their
effectiveness. 351 issuers x 12 submissions/issuer x 2.5 hrs./
submission = 10,530 hours; 10,530 hours x $175/hr. = $1,842,750 in
Rule 12g3-2(b) submission costs for foreign private issuers. For
outside firm costs: 351 issuers x 12 submissions/issuer x 4 hrs./
submission = 16,848 hours; 16,848 x .25 = 4,212 hours of English
translation work; 4,212 x .75 x $125 = $394,875 of English
translation costs for outside firms. 16,848 hours x .75 = 12,636
hours of non-English translation work; 12,636 x .25 x $400 =
$1,263,600 of non-English translation costs for outside firms.
$394,875 + $1,263,600 = $1,658,475 in total Rule 12g3-2(b)
submission costs for outside firms. $1,842,750 + $1,658,475 =
$3,501,225 in total estimated Rule 12g3-2(b) costs.

---------------------------------------------------------------------------

IV. Cost-Benefit Analysis

A. Expected Benefits

    New Exchange Act Rule 12h-6 and the accompanying rule amendments
will benefit U.S. investors to the extent that they remove a possible
disincentive for foreign companies that are not currently Exchange Act
reporting companies to register their equity and debt securities with
the Commission. In response to foreign companies' concerns about
Exchange Act reporting and other obligations, these rules will expand
the criteria by which a foreign company may terminate those
obligations. In so doing, the adopted rule amendments should over time
remove an impediment to foreign company access and participation in
U.S. public capital markets while still providing U.S. investors with
the protections afforded by our Exchange Act reporting regime.
    The adopted rule amendments should remove a disincentive for
foreign firms to enter our Exchange Act reporting regime by lowering
the cost of exiting from that regime. Investors are expected to benefit
from the amendments by being able to purchase shares in foreign firms
that have been registered with the Commission and that, therefore,
provide a high level of investor protection. In addition, U.S.
investors may incur lower transaction costs when trading a foreign
company's shares on a U.S. exchange relative to a foreign exchange.
    To remove a disincentive for foreign companies to enter U.S. public
capital markets, the adopted rule amendments will benefit U.S.
investors by enabling a foreign Exchange Act reporting company to lower
its costs of compliance in connection with Exchange Act deregistration.
This reduction in the cost of compliance will directly benefit both
foreign companies and their investors, including those resident in the
United States.
    The final rule amendments will result in foreign private issuers
incurring lower costs of Exchange Act compliance in four possible ways.
First, rather than require a foreign private issuer to determine the
number of its U.S.holders, as is the case under the current exit rules,
new Rule 12h-6 will enable a foreign private issuer to rely solely on
trading volume data regarding its securities in the United States and
on a worldwide basis when determining whether it may terminate its
Exchange Act reporting obligations. Because trading volume data is more
easily obtainable than information regarding its U.S. shareholders, the
new rule should lower the costs of Exchange Act termination for foreign
private issuers.
    Second, new Rule 12h-6 will allow a foreign firm to terminate its
Exchange Act reporting obligations regarding a class of equity
securities and immediately obtain the Rule 12g3-2(b) exemption.
Accordingly, such a terminating foreign private issuer would be able to
avoid the costs associated with continued annual verification that its
number of holders of record remains below 300.
    Third, new Rule 12h-6 will permit an issuer to rely on the
assistance of an independent information services provider when
determining whether it falls below the 300-holder standard. The option
to hire an independent information services provider may be a more
efficient and cost-effective mechanism to make that determination.
Moreover, a foreign company may save costs when assessing its
eligibility to terminate its registration and reporting under the 300-
holder provision of Rule 12h-6, since the rule will limit the number of
jurisdictions in which a foreign private issuer must search for the
amount of securities represented by accounts of customers resident in
the United States held by brokers, dealers, banks and other nominees.
The current rules require a foreign private issuer to conduct a
worldwide search for such U.S. customer accounts.
    Fourth, once having terminated its reporting obligations under new
Rule 12h-6, a foreign company will no longer be required to incur costs
associated with producing an Exchange Act annual report or interim Form
6-K reports.\226\ Based on estimates and assumptions used for the
purpose of the Paperwork Reduction Act, these estimated cost savings
could total approximately $200,000,000 for the first year of Rule 12h-
6's effectiveness.\227\
---------------------------------------------------------------------------

    \226\ We recognize that, as a result of terminating their
Exchange Act reporting obligations under Rule 12h-6, foreign firms
may accrue other cost savings that are not specifically quantified
in this section. One such example is an investment in an internal
control system in order to comply with the Sarbanes-Oxley Act.
    \227\ As discussed in Part III of this release, for the first
year of Rule 12h-6's effectiveness, estimated cost savings in
connection with Forms 20-F, 40-F and 6-K could amount to,
respectively, $198,893,750, $1,321,075, and $4,771,100, for a total
of $204,985,925. These cost savings could be less to the extent that
more foreign private issuers register with the Commission over time
as a result of the adoption of Rule 12h-6.
---------------------------------------------------------------------------

B. Expected Costs

    Investors could incur costs from the adopted rule amendments to the
extent that currently registered foreign companies respond to the rule
changes by terminating their Exchange Act registration and reporting
obligations with respect to their equity and debt securities. If
Exchange Act disclosure requirements provide more information or
protection to U.S. or other investors than is provided in an issuer's
primary trading market, then all investors, both U.S. and foreign, may
suffer the costs of losing that information and protection upon
Exchange Act termination.\228\ If this is the case, the announcement
that a foreign firm is terminating its Exchange Act reporting may
result in a loss of share value and the incurrence by investors of
higher costs from trading in the firm's equity and debt securities.
---------------------------------------------------------------------------

    \228\ Conversely, in countries that have similar regulatory
regimes and levels of investor protection, the impact of U.S.
deregistration may be mitigated.
---------------------------------------------------------------------------

    There are costs associated with the filing of new Form 15F, which
is a requirement for a foreign private issuer that terminates its
Exchange Act registration and reporting under Rule 12h-6.\229\ A
foreign private issuer will also incur costs in connection with having
to post on its Internet Web site in English its material home country
documents required to maintain the Rule 12g3-2(b) exemption that it
will have received upon the effectiveness of its termination of
reporting under new Rule 12h-6.\230\
---------------------------------------------------------------------------

    \229\ As discussed in Part III of this release, based on
estimates and assumptions adopted for the purpose of the Paperwork
Reduction Act, these costs could total $3,619,975 during the first
year of the new form's use.
    \230\ As discussed in Part III of this release, based on
estimates and assumptions adopted for the Paperwork Reduction Act,
these resulting Rule 12g3-2(b) costs could amount to $3,501,225.
---------------------------------------------------------------------------

    We expect that new Rule 12h-6 will enable some foreign registrants
to avoid other recent U.S. regulation, such as the Sarbanes-Oxley Act.
Investors will lose the benefits afforded by the Sarbanes-Oxley Act to
the extent a current foreign registrant is not fully subject to that
Act.
    Some U.S. investors might seek to trade in the equity securities of
a foreign company following its termination of Exchange Act reporting
under Rule 12h-6. U.S. investors seeking to trade the former reporting
company's securities in the U.S. may be forced to trade in over-the-
counter markets such as the one administered by Pink Sheets, LLC, which
could result in higher transaction costs than if the foreign company
had continued to have a class of securities registered with the
Commission.

    U.S. investors seeking to trade the former reporting company's
securities in its primary trading market also could incur additional
costs. For example, U.S. investors who held the securities in the form
of ADRs could incur costs associated with the depositary's conversion
of the ADRs into ordinary shares.\231\ Moreover, some U.S. investors
could incur costs associated with finding and contracting with a new
broker-dealer who is able to trade in the foreign reporting company's
primary trading market. U.S. investors may face additional costs due to
the cost of currency conversion and higher transaction costs trading
the securities in a foreign market.
---------------------------------------------------------------------------

    \231\ A foreign company may terminate its ADR facility whether
or not it is an Exchange Act registrant, and adopted Rule 12h-6 does
not require the termination of ADR facilities. In fact, by granting
foreign private issuers the Rule 12g3-2(b) exemption immediately
upon their termination of reporting with regard to a class of equity
securities, Rule 12h-6 will enable foreign private issuers to retain
their ADR facilities as unlisted facilities following their
termination of reporting under Rule 12h-6. As adopted, Rule 12h-6
will require an issuer that has terminated a sponsored ADR facility
to wait a year before it may file a Form 15F in reliance on the
trading volume provision of Rule 12h-6 if, on the date of
termination, the issuer does not meet the trading volume benchmark.
---------------------------------------------------------------------------

    Some investors who wish to make investment decisions regarding
former Exchange Act reporting foreign companies also may incur costs to
the extent that the information provided by such companies pursuant to
any home country regulations is different from that which currently is
required under the Exchange Act. Such investors could incur costs
associated with hiring an attorney or investment adviser, to the extent
that they have not already done so, to explain the material
differences, if any, between a foreign company's home country reporting
requirements, as reflected in its home country annual report posted on
its Internet Web site, and Exchange Act reporting requirements.

V. Consideration of Impact on the Economy, Burden on Competition and
Promotion of Efficiency, Competition and Capital Formation Analysis

    When adopting rules under the Exchange Act, Section 23(a)(2) of the
Exchange Act \232\ requires us to consider the impact that any new rule
will have on competition. Section 23(a)(2) also prohibits us from
adopting any rule that will impose a burden on competition not
necessary or appropriate in furtherance of the purposes of the Exchange
Act. Furthermore, when engaging in rulemaking that requires us to
consider or determine whether an action is necessary or appropriate in
the public interest, Section 3(f) of the Exchange Act \233\ requires
the Commission to consider whether the action will promote efficiency,
competition and capital formation.
---------------------------------------------------------------------------

    \232\ 15 U.S.C. 78w(a)(2).
    \233\ 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    In the Reproposing Release, we considered reproposed Rule 12h-6 and
the accompanying reproposed rule amendments in light of the standards
set forth in the above statutory sections. We solicited comment on
whether, if adopted, reproposed Rule 12h-6 and the other reproposed
rule amendments would result in any anti-competitive effects or promote
efficiency, competition and capital formation. We further encouraged
commenters to provide empirical data or other facts to support their
views on any anti-competitive effects or any burdens on efficiency,
competition or capital formation that might result from adoption of
reproposed Rule 12h-6 and the other reproposed rule amendments.
    We did not receive any comments or any empirical data in this
regard concerning reproposed Rule 12h-6 and the accompanying rule
amendments. Accordingly, since the adopted rules are substantially
similar to the reproposed rules, we continue to believe the new rules
will provide a foreign reporting company with a more efficient option
of exiting the Exchange Act reporting system when U.S. investor
interest has become relatively scarce. In so doing, new Rule 12h-6 and
the other rule amendments should encourage foreign private issuers to
register their equity and debt securities with the Commission by
reassuring foreign private issuers that, should interest in the U.S.
market for their securities decline sufficiently, they may exit the
Exchange Act reporting system with little difficulty.
    By providing increased flexibility for foreign private issuers
regarding our Exchange Act reporting system, the adopted rules should
encourage foreign companies to participate in U.S. capital markets as
Exchange Act reporting companies to the benefit of investors. In so
doing, the adopted rules should foster increased competition between
domestic and foreign firms for investors in U.S. capital markets.
    Moreover, by requiring a foreign private issuer that has terminated
its Exchange Act reporting under Rule 12h-6 to publish its home country
documents required under Exchange Act Rule 12g3-2(b) in English on its
Internet Web site or through an electronic information delivery system
that is generally available to the public in its primary trading
market, the adopted rules will help ensure that U.S. investors continue
to have ready access to material information in English about the
foreign private issuer.\234\ Thus, new Rule 12h-6 and the accompanying
rule amendments should foster increased efficiency in the trading of
the issuer's securities for U.S. investors following the issuer's
termination of Exchange Act reporting.
---------------------------------------------------------------------------

    \234\ Similarly, by expanding the scope of the originally
proposed Rule 12h-6 to permit prior Form 15 filers to terminate
their Exchange Act reporting obligations under the new exit rule and
claim the Rule 12g3-2(b) exemption immediately upon such
termination, the adopted rules will help promote the availability of
material home country information in English about those issuers for
U.S. investors.
---------------------------------------------------------------------------

VI. Regulatory Flexibility Act Certification

    Under Section 605(b) of the Regulatory Flexibility Act,\235\ we
certified that, when adopted, reproposed Rule 12h-6 and the
accompanying reproposed rule amendments would not have a significant
economic impact on a substantial number of small entities. We included
this certification in Part VI of the Reproposing Release. While we
encouraged written comments regarding this certification, no commenters
responded to this request.
---------------------------------------------------------------------------

    \235\ 5 U.S.C. 605(b).
---------------------------------------------------------------------------

VII. Statutory Basis and Text of Rule Amendments

    We are adopting the amendments to Rule 30-1 of Part 200, Rule 101
of Regulation S-T, and Exchange Act Rules 12g3-2, 12g-4 and 12h-3, new
Exchange Act Rule 12h-6 and new Exchange Act Form 15F under the
authority in sections 6, 7, 10 and 19 of the Securities Act \236\ and
sections 3(b), 12, 13, 23 and 36 of the Exchange Act.\237\
---------------------------------------------------------------------------

    \236\ 15 U.S.C. 77f, 77g, 77j, and 77s.
    \237\ 15 U.S.C. 78c, 78l, 78m, 78w, and 78mm.
---------------------------------------------------------------------------

List of Subjects

17 CFR Part 200

    Administrative practice and procedure, Authority delegations
(Government agencies).

17 CFR Parts 232, 240 and 249

    Reporting and recordkeeping requirements, Securities.

Text of Rule Amendments

0
For the reasons set out in the preamble, we are amending Title 17,
Chapter II of the Code of Federal Regulations as follows.

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS

0
1. The general authority citation for Part 200 is revised to read as
follows:

    Authority: 15 U.S.C. 77o, 77s, 77sss, 78d, 78d-1, 78d-2, 78w,
78ll(d), 78mm, 80a-37, 80b-11, and 7202, unless otherwise noted.
* * * * *

0
2. Amend Sec.  200.30-1 by adding paragraph (e)(17) to read as follows:

Sec.  200.30-1  Delegation of authority to Director of Division of
Corporation Finance.

* * * * *
    (e) * * *
    (17) At the request of a foreign private issuer, pursuant to Rule
12h-6 (Sec.  240.12h-6 of this chapter), to accelerate the termination
of the registration of a class of securities under section 12(g) of the
Act (15 U.S.C. 78l(g)) or the duty to file reports under section 13(a)
of the Act (15 U.S.C. 78m(a)) or section 15(d) of the Act (15 U.S.C.
78o(d)).
* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

0
3. The authority citation for Part 232 continues to read in part as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a),
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 80a-8, 80a-29, 80a-
30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *

0
4. Amend Sec.  232.101 by:
0
a. Removing the word ``and'' at the end of paragraph (a)(1)(x);
0
b. Removing the period and adding ``; and'' at the end of paragraph
(a)(1)(xi); and
0
c. Adding paragraph (a)(1)(xii).
    The addition reads as follows:

Sec.  232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (xii) Forms 15 and 15F (Sec.  249.323 and Sec.  249.324 of this
chapter).
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
5. The general authority citation for Part 240 continues to read in
part as follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5,
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4,
80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise
noted.
* * * * *

0
6. Amend Sec.  240.12g3-2 by revising paragraphs (d)(1) and (d)(2) and
adding paragraphs (e) and (f) to read as follows:

Sec.  240.12g3-2  Exemptions for American depositary receipts and
certain foreign securities.

* * * * *
    (d) * * *
    (1) Securities of a foreign private issuer that has or has had
during the prior eighteen months any securities registered under
section 12 of the Act or a reporting obligation (suspended or active)
under section 15(d) of the Act (other than arising solely by virtue of
the use of Form F-7, F-8, F-9, F-10 or F-80), except as provided by
paragraph (e) of this section;
    (2) Securities of a foreign private issuer issued in a transaction
(other than a transaction registered on Form F-8, F-9, F-10 or F-80) to
acquire by merger, consolidation, exchange of securities or acquisition
of assets, another issuer that had securities registered under section
12 of the Act or a reporting obligation (suspended or active) under
section 15(d) of the Act, except as provided by paragraph (e) of this
section; and
* * * * *
    (e)(1) A foreign private issuer that has filed a Form 15F (Sec.
249.324 of this chapter) pursuant to Sec.  240.12h-6 shall receive the
exemption provided by paragraph (b) of this section for a class of
equity securities immediately upon the effectiveness of the termination
of registration of that class of securities under section 12(g) of the
Act (15 U.S.C. 78l(g)) or the termination of the duty to file reports
regarding that class of securities under section 15(d) of the Act (15
U.S.C. 78o(d)), or both.
    (2) Notwithstanding any provision of Sec.  240.12g3-2(b), in order
to satisfy the conditions of the Sec.  240.12g3-2(b) exemption received
under this paragraph (e), the issuer shall publish in English the
information required under paragraph (b)(1)(iii) of this section on its
Internet Web site or through an electronic information delivery system
generally available to the public in its primary trading market, rather
than furnish that information to the Commission.
    (3) The Sec.  240.12g3-2(b) exemption received under this paragraph
(e) will remain in effect for as long as the foreign private issuer
satisfies the electronic publication condition of paragraph (e)(2) of
this section or until the issuer registers a class of securities under
section 12 of the Act or incurs reporting obligations under section
15(d) of the Act.
    (4) Notwithstanding the time period specified in Sec.  240.12g3-
2(d)(1), a foreign private issuer that filed a Form 15F solely with
respect to a class of debt securities under section 15(d) of the Act
(15 U.S.C. 78o(d)) may establish the exemption provided by paragraph
(b) of this section for a class of equity securities upon the
effectiveness of its termination of reporting regarding the class of
debt securities.

    Notes to Paragraph (e): 1. In order to maintain the Sec.
240.12g3-2(b) exemption obtained under this paragraph, at a minimum,
a foreign private issuer shall electronically publish English
translations of the following documents required to be furnished
under paragraph (b)(1)(iii) of this section if in a foreign
language:
    a. Its annual report, including or accompanied by annual
financial statements;
    b. Interim reports that include financial statements;
    c. Press releases; and
    d. All other communications and documents distributed directly
to security holders of each class of securities to which the
exemption relates.
    2. As used in paragraph (e)(2) of this section, primary trading
market has the same meaning as under Sec.  240.12h-6(f).
    3. A foreign private issuer that files a Form 15F regarding a
class of equity securities shall disclose in the Form 15F the
address of its Internet Web site or that of the electronic
information delivery system in its primary trading market on which
it will publish the information required under paragraph (b)(1)(iii)
of this section. An issuer need not update the Form 15F to reflect a
change in that address.
    4. A foreign private issuer that has filed a Form 15F solely
with respect to a class of debt securities may establish the
exemption under Sec.  240.12g3-2(b) regarding a class of equity
securities by submitting an application to the Commission after
filing its Form 15F. The issuer must provide in that application the
date that it filed its Form 15F as well as the address of its
Internet Web site or that of the electronic information delivery
system in its primary trading market on which it will publish the
information required under paragraph (b)(1)(iii) of this section.

    (f)(1) A foreign private issuer that, upon application to the
Commission and not after filing a Form 15F, has obtained or will obtain
the exemption under Sec.  240.12g3-2(b), may publish the information
required under paragraph (b)(1)(iii) of this section on its Internet
Web site or through an electronic information delivery system generally
available to the public in its primary trading market, rather than
furnish that information to the Commission, as long as it complies with
the English translation requirements provided in paragraph (e) of this
section.

    (2) Before a foreign private issuer may publish information
electronically pursuant to this paragraph, it must provide the
Commission with the address of its Internet Web site or that of the
electronic information delivery system in its primary trading market in
its application for the exemption under Sec.  240.12g3-2(b) or in an
amendment to that application.

0
7. Amend Sec.  240.12g-4 by:
0
a. Removing the authority citations following the section; and
0
b. Revising paragraph (a) to read as follows:

Sec.  240.12g-4  Certifications of termination of registration under
section 12(g).

    (a) Termination of registration of a class of securities under
section 12(g) of the Act (15 U.S.C. 78l(g)) shall take effect 90 days,
or such shorter period as the Commission may determine, after the
issuer certifies to the Commission on Form 15 (17 CFR 249.323) that the
class of securities is held of record by:
    (1) Less than 300 persons; or
    (2) Less than 500 persons, where the total assets of the issuer
have not exceeded $10 million on the last day of each of the issuer's
most recent three fiscal years.
* * * * *

0
8. Amend Sec.  240.12h-3 by:
0
a. Removing the authority citations following the section;
0
b. Adding the word ``and'' at the end of paragraph (b)(1)(ii);
0
c. Removing paragraph (b)(2), including the undesignated paragraph;
0
d. Redesignating paragraph (b)(3) as (b)(2);
0
e. Revising the cite ``paragraphs (b)(1)(ii) and (2)(ii)'' to read
``paragraph (b)(1)(ii)'' in paragraph (c); and
0
f. Revising the phrase ``criteria (i) and (ii) in either paragraph
(b)(1) or (2)'' to read ``either criteria (i) or (ii) of paragraph
(b)(1)'' in paragraph (d).

0
9. Add Sec.  240.12h-6 to read as follows:

Sec.  240.12h-6  Certification by a foreign private issuer regarding
the termination of registration of a class of securities under section
12(g) or the duty to file reports under section 13(a) or section 15(d).

    (a) A foreign private issuer may terminate the registration of a
class of securities under section 12(g) of the Act (15 U.S.C. 78l(g)),
or terminate the obligation under section 15(d) of the Act (15 U.S.C.
78o(d)) to file or furnish reports required by section 13(a) of the Act
(15 U.S.C. 78m(a)) with respect to a class of equity securities, or
both, after certifying to the Commission on Form 15F (17 CFR 249.324)
that:
    (1) The foreign private issuer has had reporting obligations under
section 13(a) or section 15(d) of the Act for at least the 12 months
preceding the filing of the Form 15F, has filed or furnished all
reports required for this period, and has filed at least one annual
report pursuant to section 13(a) of the Act;
    (2) The foreign private issuer's securities have not been sold in
the United States in a registered offering under the Securities Act of
1933 (15 U.S.C. 77a et seq.) during the 12 months preceding the filing
of the Form 15F, other than securities issued:
    (i) To the issuer's employees;
    (ii) By selling security holders in non-underwritten offerings;
    (iii) Upon the exercise of outstanding rights granted by the issuer
if the rights are granted pro rata to all existing security holders of
the class of the issuer's securities to which the rights attach;
    (iv) Pursuant to a dividend or interest reinvestment plan; or
    (v) Upon the conversion of outstanding convertible securities or
upon the exercise of outstanding transferable warrants issued by the
issuer;

    Note to Paragraph (a)(2): The exceptions in paragraphs
(a)(2)(iii) through (v) do not apply to securities issued pursuant
to a standby underwritten offering or other similar arrangement in
the United States.

    (3) The foreign private issuer has maintained a listing of the
subject class of securities for at least the 12 months preceding the
filing of the Form 15F on one or more exchanges in a foreign
jurisdiction that, either singly or together with the trading of the
same class of the issuer' s securities in another foreign jurisdiction,
constitutes the primary trading market for those securities; and
    (4)(i) The average daily trading volume of the subject class of
securities in the United States for a recent 12-month period has been
no greater than 5 percent of the average daily trading volume of that
class of securities on a worldwide basis for the same period; or
    (ii) On a date within 120 days before the filing date of the Form
15F, a foreign private issuer's subject class of equity securities is
either held of record by:
    (A) Less than 300 persons on a worldwide basis; or
    (B) Less than 300 persons resident in the United States.

    Note to Paragraph (a)(4): If an issuer's equity securities trade
in the form of American Depositary Receipts in the United States,
for purposes of paragraph (a)(4)(i), it must calculate the trading
volume of its American Depositary Receipts in terms of the number of
securities represented by those American Depositary Receipts.

    (b) A foreign private issuer must wait at least 12 months before it
may file a Form 15F to terminate its section 13(a) or 15(d) reporting
obligations in reliance on paragraph (a)(4)(i) of this section if:
    (1) The issuer has delisted a class of equity securities from a
national securities exchange or inter-dealer quotation system in the
United States, and at the time of delisting, the average daily trading
volume of that class of securities in the United States exceeded 5
percent of the average daily trading volume of that class of securities
on a worldwide basis for the preceding 12 months; or
    (2) The issuer has terminated a sponsored American Depositary
Receipts facility, and at the time of termination the average daily
trading volume in the United States of the American Depositary Receipts
exceeded 5 percent of the average daily trading volume of the
underlying class of securities on a worldwide basis for the preceding
12 months.
    (c) A foreign private issuer may terminate its duty to file or
furnish reports pursuant to section 13(a) or section 15(d) of the Act
with respect to a class of debt securities after certifying to the
Commission on Form 15F that:
    (1) The foreign private issuer has filed or furnished all reports
required by section 13(a) or section 15(d) of the Act, including at
least one annual report pursuant to section 13(a) of the Act; and
    (2) On a date within 120 days before the filing date of the Form
15F, the class of debt securities is either held of record by:
    (i) Less than 300 persons on a worldwide basis; or
    (ii) Less than 300 persons resident in the United States.
    (d)(1) Following a merger, consolidation, exchange of securities,
acquisition of assets or otherwise, a foreign private issuer that has
succeeded to the registration of a class of securities under section
12(g) of the Act of another issuer pursuant to Sec.  240.12g-3, or to
the reporting obligations of another issuer under section 15(d) of the
Act pursuant to Sec.  240.15d-5, may file a Form 15F to terminate that
registration or those reporting obligations if:
    (i) Regarding a class of equity securities, the successor issuer
meets the conditions under paragraph (a) of this section; or
    (ii) Regarding a class of debt securities, the successor issuer
meets the conditions under paragraph (c) of this section.
    (2) When determining whether it meets the prior reporting
requirement under paragraph (a)(1) or paragraph (c)(1) of this section,
a successor issuer

may take into account the reporting history of the issuer whose
reporting obligations it has assumed pursuant to Sec.  240.12g-3 or
Sec.  240.15d-5.
    (e) Counting method. When determining under this section the number
of United States residents holding a foreign private issuer's equity or
debt securities:
    (1)(i) Use the method for calculating record ownership Sec.
240.12g3-2(a), except that you may limit your inquiry regarding the
amount of securities represented by accounts of customers resident in
the United States to brokers, dealers, banks and other nominees located
in:
    (A) The United States;
    (B) The foreign private issuer's jurisdiction of incorporation,
legal organization or establishment; and
    (C) The foreign private issuer's primary trading market, if
different from the issuer's jurisdiction of incorporation, legal
organization or establishment.
    (ii) If you aggregate the trading volume of the issuer's securities
in two foreign jurisdictions for the purpose of complying with
paragraph (a)(3) of this section, you must include both of those
foreign jurisdictions when conducting your inquiry under paragraph
(e)(1)(i) of this section.
    (2) If, after reasonable inquiry, you are unable without
unreasonable effort to obtain information about the amount of
securities represented by accounts of customers resident in the United
States, for purposes of this section, you may assume that the customers
are the residents of the jurisdiction in which the nominee has its
principal place of business.
    (3) You must count securities as owned by United States holders
when publicly filed reports of beneficial ownership or other reliable
information that is provided to you indicates that the securities are
held by United States residents.
    (4) When calculating under this section the number of your United
States resident security holders, you may rely in good faith on the
assistance of an independent information services provider that in the
regular course of its business assists issuers in determining the
number of, and collecting other information concerning, their security
holders.
    (f) Definitions. For the purpose of this section:
    (1) Debt security means any security other than an equity security
as defined under Sec.  240.3a11-1, including:
    (i) Non-participatory preferred stock, which is defined as non-
convertible capital stock, the holders of which are entitled to a
preference in payment of dividends and in distribution of assets on
liquidation, dissolution, or winding up of the issuer, but are not
entitled to participate in residual earnings or assets of the issuer;
and
    (ii) Notwithstanding Sec.  240.3a11-1, any debt security described
in paragraph (f)(3)(i) and (ii) of this section;
    (2) Employee has the same meaning as the definition of employee
provided in Form S-8 (Sec.  239.16b of this chapter).
    (3) Equity security means the same as under Sec.  240.3a11-1, but,
for purposes of paragraphs (a)(3) and (a)(4)(i) of this section, does
not include:
    (i) Any debt security that is convertible into an equity security,
with or without consideration;
    (ii) Any debt security that includes a warrant or right to
subscribe to or purchase an equity security;
    (iii) Any such warrant or right; or
    (iv) Any put, call, straddle, or other option or privilege that
gives the holder the option of buying or selling a security but does
not require the holder to do so.
    (4) Foreign private issuer has the same meaning as under Sec.
240.3b-4.
    (5) Primary trading market means that:
    (i) At least 55 percent of the trading in a foreign private
issuer's class of securities that is the subject of Form 15F took place
in, on or through the facilities of a securities market or markets in a
single foreign jurisdiction or in no more than two foreign
jurisdictions during a recent 12-month period; and
    (ii) If a foreign private issuer aggregates the trading of its
subject class of securities in two foreign jurisdictions for the
purpose of paragraph (a)(3) of this section, the trading for the
issuer's securities in at least one of the two foreign jurisdictions
must be larger than the trading in the United States for the same class
of the issuer's securities.
    (6) Recent 12-month period means a 12-calendar-month period that
ended no more than 60 days before the filing date of the Form 15F.
    (g)(1) Suspension of a foreign private issuer's duty to file
reports under section 13(a) or section 15(d) of the Act shall occur
immediately upon filing the Form 15F with the Commission if filing
pursuant to paragraph (a), (c) or (d) of this section. If there are no
objections from the Commission, 90 days, or such shorter period as the
Commission may determine, after the issuer has filed its Form 15F, the
effectiveness of any of the following shall occur:
    (i) The termination of registration of a class of securities under
section 12(g); and
    (ii) The termination of a foreign private issuer's duty to file
reports under section 13(a) or section 15(d) of the Act.
    (2) If the Form 15F is subsequently withdrawn or denied, the issuer
shall, within 60 days after the date of the withdrawal or denial, file
with or submit to the Commission all reports that would have been
required had the issuer not filed the Form 15F.
    (h) As a condition to termination of registration or reporting
under paragraph (a), (c) or (d) of this section, a foreign private
issuer must, either before or on the date that it files its Form 15F,
publish a notice in the United States that discloses its intent to
terminate its registration of a class of securities under section 12(g)
of the Act, or its reporting obligations under section 13(a) or section
15(d) of the Act, or both. The issuer must publish the notice through a
means reasonably designed to provide broad dissemination of the
information to the public in the United States. The issuer must also
submit a copy of the notice to the Commission, either under cover of a
Form 6-K (17 CFR 249.306) before or at the time of filing of the Form
15F, or as an exhibit to the Form 15F.
    (i)(1) A foreign private issuer that, before the effective date of
this section, terminated the registration of a class of securities
under section 12(g) of the Act or suspended its reporting obligations
regarding a class of equity or debt securities under section 15(d) of
the Act may file a Form 15F in order to:
    (i) Terminate under this section the registration of a class of
equity securities that was the subject of a Form 15 (Sec.  249.323 of
this chapter) filed by the issuer pursuant to Sec.  240.12g-4; or
    (ii) Terminate its reporting obligations under section 15(d) of the
Act, which had been suspended by the terms of that section or by the
issuer's filing of a Form 15 pursuant to Sec.  240.12h-3, regarding a
class of equity or debt securities.
    (2) In order to be eligible to file a Form 15F under this
paragraph:
    (i) If a foreign private issuer terminated the registration of a
class of securities pursuant to Sec.  240.12g-4 or suspended its
reporting obligations pursuant to Sec.  240.12h-3 or section 15(d) of
the Act regarding a class of equity securities, the issuer must meet
the requirements under paragraph (a)(3) and paragraph (a)(4)(i) or
(a)(4)(ii) of this section; or
    (ii) If a foreign private issuer suspended its reporting
obligations pursuant to Sec.  240.12h-3 or section 15(d) of the Act
regarding a class of debt securities, the issuer must meet the

requirements under paragraph (c)(2) of this section.
    (3)(i) If the Commission does not object, 90 days after the filing
of a Form 15F under this paragraph, or such shorter period as the
Commission may determine, the effectiveness of any of the following
shall occur:
    (A) The termination under this section of the registration of a
class of equity securities, which was the subject of a Form 15 filed
pursuant to Sec.  240.12g-4, and the duty to file reports required by
section 13(a) of the Act regarding that class of securities; or
    (B) The termination of a foreign private issuer's reporting
obligations under section 15(d) of the Act, which had previously been
suspended by the terms of that section or by the issuer's filing of a
Form 15 pursuant to Sec.  240.12h-3, regarding a class of equity or
debt securities.
    (ii) If the Form 15F is subsequently withdrawn or denied, the
foreign private issuer shall, within 60 days after the date of the
withdrawal or denial, file with or submit to the Commission all reports
that would have been required had the issuer not filed the Form 15F.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
10. The authority citation for Part 249 continues to read in part as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *

0
11. Add Sec.  249.324 to read as follows:

Sec.  249.324  Form 15F, certification by a foreign private issuer
regarding the termination of registration of a class of securities
under section 12(g) or the duty to file reports under section 13(a) or
section 15(d).

    This form shall be filed by a foreign private issuer to disclose
and certify the information on the basis of which it meets the
requirements specified in Rule 12h-6 (Sec.  240.12h-6 of this chapter)
to terminate the registration of a class of securities under section
12(g) of the Act (15 U.S.C. 78l(g)) or the duty to file reports under
section 13(a) of the Act (15 U.S.C. 78m(a)) or section 15(d) of the Act
(15 U.S.C. 78(o)(d)). In each instance, unless the Commission objects,
termination occurs 90 days, or such shorter time as the Commission may
direct, after the filing of Form 15F.
0
12. Add Form 15F (referenced in Sec.  249.324) to read as follows:
    (Note: The text of Form 15F will not appear in the Code of
Federal Regulations.)
OMB APPROVAL
    OMB Number: 3235-0621
    Expires:
    Estimated average burden hours per response--30.0

United States Securities and Exchange Commission

Washington, DC 20549

Form 15F--Certification of a Foreign Private Issuer's Termination of
Registration of a Class of Securities Under Section 12(g) of the
Securities Exchange Act of 1934 or its Termination of the Duty to File
Reports Under Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934

Commission File Number-------------------------------------------------
-----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
-----------------------------------------------------------------------

(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-----------------------------------------------------------------------

(Title of each class of securities covered by this Form)

Place an X in the appropriate box(es) to indicate the provision(s)
relied upon to terminate the duty to file reports under the
Securities Exchange Act of 1934:

Rule 12h-6(a) [ballot]
    (for equity securities)

Rule 12h-6(c) [ballot]
    (for debt securities)

Rule 12h-6(d) [ballot]
    (for successor registrants)

Rule 12h-6(i) [ballot]
    (for prior Form 15 filers)

General Instructions

A. Who May Use Form 15F and When

    1. A foreign private issuer may file Form 15F, pursuant to Rule
12h-6(a) (17 CFR 240.12h-6(a)) under the Securities Exchange Act of
1934 (``Exchange Act''), when seeking to terminate:
     The registration of a class of securities under section
12(g) of the Exchange Act and the corresponding duty to file or
furnish reports required by section 13(a) of the Exchange Act; or
     The obligation under section 15(d) of the Exchange Act
to file or furnish reports required by section 13(a) of the Act
regarding a class of equity securities; or
     Both.
    2. A foreign private issuer may file Form 15F, pursuant to Rule
12h-6(c) (17 CFR 240.12h-6(c)), when seeking to terminate its
reporting obligations under section 13(a) or section 15(d) of the
Exchange Act regarding a class of debt securities.
    3. A foreign private issuer may file Form 15F, pursuant to Rule
12h-6(d) (17 CFR 240.12h-6(d)), when seeking to terminate the
registration of a class of securities under section 12(g), or
reporting obligations under section 13(a) or section 15(d) of the
Exchange Act, to which it has succeeded pursuant to Rule 12g-3 (17
CFR 240.12g-3) or Rule 15d-5 (17 CFR 240.15d-5).
    4. A foreign private issuer may file Form 15F, pursuant to Rule
12h-6(i) (17 CFR 240.12h-6(i)), if, before the effective date of
Rule 12h-6, it terminated the registration of a class of securities
under section 12(g) of the Act, or suspended its reporting
obligations regarding a class of equity or debt securities under
section 15(d) of the Act, in order to:
     Terminate under Rule 12h-6 the registration of a class
of equity securities that was the subject of a Form 15 (Sec.
249.323 of this chapter) filed by the issuer pursuant to Sec.
240.12g-4; or
     Terminate its reporting obligations under section 15(d)
of the Act, which had been suspended by the terms of that section or
by the issuer's filing of a Form 15 pursuant to Sec.  240.12h-3,
regarding a class of equity or debt securities.

B. Certification Effected by Filing Form 15F

    By completing and signing this Form, the issuer certifies that:
     It meets all of the conditions for termination of
Exchange Act reporting specified in Rule 12h-6 (17 CFR 240.12h-6);
and
     There are no classes of securities other than those
that are the subject of this Form 15F regarding which the issuer has
Exchange Act reporting obligations.

C. Effective Date

    For an issuer filing Form 15F under Rule 12h-6(a), (c) or (d),
the duty to file any reports required under section 13(a) or 15(d)
of the Exchange Act will be suspended immediately upon filing the
Form 15F. If there are no objections from the Commission, 90 days,
or within a shorter period as the Commission may determine, after
the issuer has filed its Form 15F, there shall take effect:
     the termination of registration of a class of
securities under section 12(g) of the Act;
     the termination of the issuer's duty to file or submit
reports under section 13(a) or section 15(d) of the Act; or
     both.
    For an issuer that has already terminated its registration of a
class of equity securities pursuant to Rule 12g-4 or suspended its
reporting obligations under section 15(d) or Rule 12h-3, the
effectiveness of its termination of section 12(g) registration under
Rule 12h-6 and the corresponding duty to file reports required by
section 13(a) of the Act, or the termination of its previously
suspended reporting obligations under section 15(d) of the Act,
shall also occur 90 days after the issuer has filed its Form 15F
under Rule 12h-6(i), or within a shorter period as the Commission
may determine, if there are no objections from the Commission.

D. Other Filing Requirements

    You must file Form 15F and related materials, including
correspondence, in electronic format via our Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system in accordance with
the EDGAR rules set forth in Regulation S-T (17 CFR Part 232). The
Form 15F and related materials must be in the English language as
required by Regulation S-T Rule 306 (17 CFR 232.306). You must
provide the signature required for Form 15F in accordance with
Regulation S-

T Rule 302 (17 CFR 232.302). If you have technical questions about
EDGAR, call the EDGAR Filer Support Office at<PHONE_NUMBER>. If you
have questions about the EDGAR rules, call the Office of EDGAR and
Information Analysis at<PHONE_NUMBER>.
    If the Form 15F is subsequently withdrawn or denied, you must,
within 60 days after the date of the withdrawal or denial, file with
or submit to the Commission all reports that would have been
required had you not filed the Form 15F. See Rule 12h-6(g)(2) (17
CFR 240.12h-6(g)(2)) and Rule 12h-6(i)(3)(ii) (17 CFR 240.12h-
6(i)(3)(ii)).

E. Rule 12g3-2(b) Exemption

    Regardless of the particular Rule 12h-6 provision under which it
is proceeding, a foreign private issuer that has filed a Form 15F
regarding a class of equity securities shall receive the exemption
under Rule 12g3-2(b) (17 CFR 240.12g3-2(b)) for the subject class of
equity securities immediately upon the effective date of its
termination of registration and reporting under Rule 12h-6. Refer to
Rule 12g3-2(e) (17 CFR 240.12g3-2(e)) for the conditions that a
foreign private issuer must meet in order to maintain the Rule 12g3-
2(b) exemption following its termination of Exchange Act
registration and reporting.

Part I

    The purpose of this part is to provide information to investors
and to assist the Commission in assessing whether you meet the
requirements for terminating your Exchange Act reporting under Rule
12h-6. If, pursuant to Rule 12h-6, there is an item that does not
apply to you, mark that item as inapplicable.

Item 1. Exchange Act Reporting History

    A. State when you first incurred the duty to file reports under
section 13(a) or section 15(d) of the Exchange Act.
    B. State whether you have filed or submitted all reports
required under Exchange Act section 13(a) or section 15(d) and
corresponding Commission rules for the 12 months preceding the
filing of this form, and whether you have filed at least one annual
report under section 13(a).

Instruction to Item 1.

    If you are a successor issuer that has filed this Form 15F
pursuant to Rule 12h-6(d), and are relying on the reporting history
of the issuer to which you have succeeded under Rule 12g-3 (17 CFR
12g-3) or Rule 15d-5 (17 CFR 240.15d-5), identify that issuer and
provide the information required by this section for that issuer.

Item 2. Recent United States Market Activity

    State when your securities were last sold in the United States
in a registered offering under the Securities Act of 1933 (15 U.S.C.
77a et seq.) (``Securities Act'').

Instructions to Item 2.

    1. Do not include registered offerings involving the issuance of
securities:
    a. to your employees, as that term is defined in Form S-8 (17
CFR 239.16b);
    b. by selling security holders in non-underwritten offerings;
    c. upon the exercise of outstanding rights granted by the issuer
if the rights are granted pro rata to all existing security holders
of the class of the issuer's securities to which the rights attach;
    d. pursuant to a dividend or interest reinvestment plan; or
    e. upon the conversion of outstanding convertible securities or
upon the exercise of outstanding transferable warrants issued by the
issuer.
    However, you must include registered offerings described in
paragraphs (c) through (e) of this instruction if undertaken
pursuant to a standby underwritten offering or other similar
arrangement in the United States.
    2. If you have registered equity securities on a shelf or other
Securities Act registration statement under which securities remain
unsold, disclose the last sale of securities under that registration
statement. If no sale has occurred during the preceding 12 months,
disclose whether you have filed a post-effective amendment to
terminate the registration of unsold securities under that
registration statement.

Item 3. Foreign Listing and Primary Trading Market

    A. Identify the exchange or exchanges outside the United States,
and the foreign jurisdiction in which the exchange or exchanges are
located, on which you have maintained a listing of the class of
securities that is the subject of this Form, and which, either
singly or together with the trading of the same class of the
issuer's securities in another foreign jurisdiction, constitutes the
primary trading market for those securities.
    B. Provide the date of initial listing on the foreign exchange
or exchanges identified in response to Item 3.A. In addition,
disclose whether you have maintained a listing of the subject class
of securities on one or more of those foreign exchanges for at least
the 12 months preceding the filing of this Form.
    C. Disclose the percentage of trading in the subject class of
securities that occurred in the identified jurisdiction or
jurisdictions of your foreign listing as of a recent 12-month
period.

Instructions to Item 3

    1. When responding to this item, refer to the definition of
``primary trading market'' in Rule 12h-6(f) (17 CFR 240.12h-6(f)).
In accordance with that definition, if your primary trading market
consists of two foreign jurisdictions, provide the information
required by this section for both foreign jurisdictions. In
addition, disclose whether the trading market for your securities in
at least one of those two foreign jurisdictions is larger than the
trading market for your securities in the United States as of the
same recent 12-month period. Disclose the first and last days of
that recent 12-month period.
    2. For the purpose of the primary trading market determination,
you must measure the average daily trading volume of on-exchange
transactions in the subject securities aggregated over one or two
foreign jurisdictions against your worldwide trading volume. You may
include in this measure off-exchange transactions in those
jurisdictions comprising the numerator only if you include those
off-exchange transactions when calculating worldwide trading volume
in the denominator. This denominator should be the same as the
denominator used for the trading volume benchmark under Rule 12h-
6(a)(4)(i) (17 CFR 240.12h-6(a)(4)(i)) and Item 4 of this Form.

Item 4. Comparative Trading Volume Data

    If relying on Rule 12h-6(a)(4)(i), provide the following
information:
    A. Identify the first and last days of the recent 12-month
period used to meet the requirements of that rule provision.
    B. For the same recent 12-month period, disclose the average
daily trading volume of the class of securities that is the subject
of this Form both in the United States and on a worldwide basis.
    C. For the same recent 12-month period, disclose the average
daily trading volume of the subject class of securities in the
United States as a percentage of the average daily trading volume
for that class of securities on a worldwide basis.
    D. Disclose whether you have delisted the subject class of
securities from a national securities exchange or inter-dealer
quotation system in the United States. If so, provide the date of
delisting, and, as of that date, disclose the average daily trading
volume of the subject class of securities in the United States as a
percentage of the average daily trading volume for that class of
securities on a worldwide basis for the preceding 12-month period.
    E. Disclose whether you have terminated a sponsored American
depositary receipt (ADR) facility regarding the subject class of
securities. If so, provide the date of the ADR facility termination,
and, as of that date, disclose the average daily trading volume of
the subject class of securities in the United States as a percentage
of the average daily trading volume for that class of securities on
a worldwide basis for the preceding 12-month period.
    F. Identify the sources of the trading volume information used
for determining whether you meet the requirements of Rule 12h-6. If
you used more than one source, disclose the reasons why you used
each source.

Instructions to Item 4

    1. ``Recent 12-month period'' means a 12-calendar-month period
that ended no more than 60 days before the filing date of this form,
as defined under Rule 12h-6(f). You may disclose the comparative
trading volume data in response to this item in tabular format and
attached as an exhibit to this Form.
    2. An issuer is ineligible to rely on paragraph (a)(4)(i) of
Rule 12h-6 if, as of the date of delisting or termination of an ADR
facility, the average daily trading volume of the subject class of
securities in the United States exceeded 5 percent of the average
daily trading volume of that class of securities on a worldwide
basis, as measured over the preceding 12 months, and 12 months has
not elapsed from the date of delisting or termination of the ADR
facility. See Rule 12h-6(b) (17 CFR 240.12h-6(b)).
    3. For purposes of paragraph (a)(4)(i) of Rule 12h-6:
    a. when determining your U.S. average daily trading volume, you
must include all

transactions, whether on-exchange or off-exchange;
    b. when determining your worldwide average daily trading volume,
in addition to on-exchange transactions, which you must include, you
may include off-exchange transactions; and
    c. the sources of your trading volume information may include
publicly available sources, market data vendors or other commercial
information service providers upon which you have reasonably relied
in good faith, and as long as the information does not duplicate any
other trading volume information obtained from exchanges or other
sources.

Item 5. Alternative Record Holder Information

    If relying on Rule 12h-6(a)(4)(ii) (17 CFR 240.12h-6(a)(4)(ii)):
    Disclose the number of record holders of the subject class of
equity securities on a worldwide basis or who are United States
residents at a date within 120 days before filing this Form.
Disclose the date used for the purpose of Item 5.

Item 6. Debt Securities

    If relying on Rule 12h-6(c) (17 CFR 240.12h-6(c)):
    Disclose the number of record holders of your debt securities
either on a worldwide basis or who are United States residents at a
date within 120 days before the date of filing of this Form.
Disclose the date used for the purpose of Item 6.

Instructions to Items 5 and 6

    1. When determining the number of record holders of your equity
or debt securities who are United States residents, refer to Rule
12h-6(e) (17 CFR 240.12h-6(e)) for the appropriate counting method.
    2. If you have relied upon the assistance of an independent
information services provider to determine the number of your United
States equity or debt securities holders, identify this party in
your response.

Item 7. Notice Requirement

    If filing Form 15F pursuant to Rule 12h-6(a), (c) or (d):
    A. Disclose the date of publication of the notice, required by
Rule 12h-6(h) (17 CFR 240.12h-6(h)), disclosing your intent to
terminate your duty to file reports under section 13(a) or 15(d) of
the Exchange Act or both.
    B. Identify the means, such as publication in a particular
newspaper or transmission by a particular wire service, used to
disseminate the notice in the United States.

Instruction to Item 7

    If you have submitted a copy of the notice under cover of a Form
6-K (17 CFR 249.306), disclose the submission date of the Form 6-K.
If not, attach a copy of the notice as an exhibit to this Form. See
Rule 12h-6(h).

Item 8. Prior Form 15 Filers

    If relying on Rule 12h-6(i):
    A. Disclose whether, before the effective date of Rule 12h-6,
you filed a Form 15 (17 CFR 249.323) to terminate the registration
of a class of equity securities pursuant to Rule 12g-4 (17 CFR
240.12g-4) or to suspend your reporting obligations under section
15(d) of the Act regarding a class of equity or debt securities
pursuant to Rule 12h-3 (17 CFR 240.12h-3). If so, disclose the date
that you filed the Form 15. If you suspended your reporting
obligations by the terms of section 15(d), disclose the effective
date of that suspension as well as the date that you filed a Form 15
to notify the Commission of that suspension pursuant to Rule 15d-6
(17 CFR 240.15d-6).
    B. If you terminated the registration of a class of securities
pursuant to Rule 12g-4 or suspended your reporting obligations
pursuant to Rule 12h-3 or by the terms of section 15(d) of the Act
regarding a class of equity securities, provide the disclosure
required by Item 3 of this Form, ``Primary Trading Market.'' Further
provide the disclosure required by Item 4 of this Form,
``Comparative Trading Volume Data,'' or the disclosure required by
Item 5 of the Form, ``Alternative Record Holder Information.''
    C. If you suspended your reporting obligations pursuant to Rule
12h-3 or by the terms of section 15(d) of the Act regarding a class
of debt securities, provide the disclosure required by Item 6 of
this Form, ``Debt Securities.''

Part II

Item 9. Rule 12g3-2(b) Exemption

    Disclose the address of your Internet Web site or of the
electronic information delivery system in your primary trading
market on which you will publish the information required under Rule
12g3-2(b)(1)(iii) (17 CFR 240.12g3-2(b)(1)(iii)).

Instruction to Item 9

    Refer to Note 1 to Rule 12g3-2(e) for instructions regarding
providing English translations of documents published pursuant to
Rule 12g3-2(b)(1)(iii) (17 CFR 240.12g3-2(b)(1)(iii).

Part III

Item 10. Exhibits

    List the exhibits attached to this Form.

Instruction to Item 10

    In addition to exhibits specifically mentioned on this Form, you
may attach as an exhibit any document providing information that is
material to your eligibility to terminate your reporting obligations
under Exchange Act Rule 12h-6. You should refer to any relevant
exhibit when responding to the items on this Form.

Item 11. Undertakings

    Furnish the following undertaking:
    The undersigned issuer hereby undertakes to withdraw this Form
15F if, at any time before the effectiveness of its termination of
reporting under Rule 12h-6, it has actual knowledge of information
that causes it reasonably to believe that, at the time of filing the
Form 15F:
    (1) The average daily trading volume of its subject class of
securities in the United States exceeded 5 percent of the average
daily trading volume of that class of securities on a worldwide
basis for the same recent 12-month period that the issuer used for
purposes of Rule 12h-6(a)(4)(i);
    (2) Its subject class of securities was held of record by 300 or
more United States residents or 300 or more persons worldwide, if
proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
    (3) It otherwise did not qualify for termination of its Exchange
Act reporting obligations under Rule 12h-6.

Instruction to Item 11

    After filing this Form, an issuer has no continuing obligation
to make inquiries or perform other work concerning the information
contained in this Form, including its assessment of trading volume
or ownership of its securities in the United States.

Signature

    Pursuant to the requirements of the Securities Exchange Act of
1934, [name of registrant as specified in charter] has duly
authorized the undersigned person to sign on its behalf this
certification on Form 15F. In so doing, [name of registrant as
specified in charter] certifies that, as represented on this Form,
it has complied with all of the conditions set forth in Rule 12h-6
for terminating its registration under section 12(g) of the Exchange
Act, or its duty to file reports under section 13(a) or section
15(d) of the Exchange Act, or both.

    Dated: March 27, 2007.
    By the Commission.
Nancy M. Morris,
Secretary.
[FR Doc. E7-5947 Filed 4-4-07; 8:45 am]

BILLING CODE 8010-01-P