Commission Notice:
List of Foreign Issuers Which Have Submitted Information Under the Exemption Relating to Certain Foreign Securities

SECURITIES AND EXCHANGE COMMISSION

(RELEASE NO. 34-39681; INTERNATIONAL SERIES RELEASE NO. 1120)

February 19, 1998

List of Foreign Issuers Which Have Submitted Information Under the Exemption Relating to Certain Foreign Securities

Foreign private issuers with total assets in excess of $10,000,000 and a class of equity securities held of record by 500 or more persons, of which 300 or more reside in the United States, are subject to registration under Section 12(g) of the Securities Exchange Act of 1934 ¹ (the "Act"). ²

Rule 12g3-2(b) ³ provides an exemption from registration under Section 12(g) of the Act with respect to a foreign private issuer that submits to the Commission, on a current basis, the material required by the Rule. The informational requirements are designed to give investors access to certain information so they have the opportunity to inform themselves about the issuer. The Rule requires the issuer to provide the Commission with information that it has: 1) made or is required to make public pursuant to the law of the country of its domicile or in which it is incorporated or organized; 2) filed or is required to file with a stock exchange on which its securities are traded and that was made public by such exchange; and/or, 3) distributed or is required to distribute to its securities holders.

On October 6, 1983, the Commission revised Rule 12g3-2(b) by terminating the availability of the exemptive rule for certain foreign issuers with securities quoted on an automated inter-dealer quotation system--including the Nasdaq stock market. ⁴ The Commission grandfathered indefinitely securities of non-Canadian issuers that were in compliance with the Rule as of October 6, 1983 and quoted on Nasdaq on that date. ⁵

When the Commission adopted Rule 12g3-2(b) and other rules ⁶ relating to foreign securities, it indicated that from time to time it would publish lists showing those foreign issuers that have claimed exemptions from the registration provisions of Section 12(g) of the Act. ⁷ The purpose of this release is to call to the attention of brokers, dealers and investors, that some form of relatively current information concerning the issuers included in this list is available in the Commission’s public files. ⁸ The Commission also wishes to bring to the attention of brokers, dealers, and investors the fact that current information concerning foreign issuers may not necessarily be available in the United States. ⁹ The Commission continues to expect that brokers and dealers will consider this fact in connection with their obligations under the federal securities laws to have a reasonable basis for recommending those securities to their customers. ¹⁰

Direct any questions regarding Rule 12g3-2 or the list of issuers in this release to Rani Doyle, Office of International Corporate Finance, Division of Corporation Finance, Securities and Exchange Commission, Washington, D.C. 20549, ((202) 942-2990). This release is available on the Commission’s Web site: www.sec.gov. Requests for copies may also be directed to the Public Reference Room, Securities and Exchange Commission, Washington, D.C. 20549 ((202) 942-8090).

For the Commission, by the Division of Corporation Finance, pursuant to delegated authority.

Jonathan G. Katz

Secretary

Foreign Issuers Claiming Exemptions from Registration Provisions of Section 12(g) of Securities and Exchange Act of 1934

FOOTNOTES

-[1]- 15 U.S.C. 78a et seq.

-[2]- Foreign issuers may also be subject to such requirements of the Act by reason of having securities registered and listed on a national securities exchange in the United States, and may be subject to the reporting requirements of the Act by reason of having registered securities under the Securities Act of 1933, 15 U.S.C. 77a et seq.

-[3]- 17 CFR 240.12g3-2(b)

-[4]- Exchange Act Release No. 20264 (Oct. 6, 1983).

-[5]- If, however, the securities are delisted from an automated inter-dealer quotation system or if the issuer fails to meet the requirements of the Rule, the grandfather provision will cease to apply. In addition, effective April 1, 1998, the securities of foreign private issuers that claim the Rule 12g3-2(b) exemption will no longer be able to be quoted on the OTC Bulletin Board Service. See Exchange Act Release No. 38456 (March 31, 1997).

-[6]- Exchange Act Release No. 8066 (Apr. 28, 1967).

-[7]- Exchange Act Release No. 38235 (Feb. 4, 1997) was the last such list.

-[8]- Inclusion of an issuer on the list in this release is not an affirmation by the Commission that the issuer has complied or is complying with all the conditions of Rule12g3-2(b). The list does identify those issuers that have both claimed the exemption and have submitted relatively current information to the Commission as of February 11, 1997.

-[9]- Paragraph (a)(4) of Rule 15c2-11 (17 CFR 240.15c2-11) requires a broker-dealer initiating a quotation for securities of a foreign private issuer to review, maintain in its files, and make reasonably available upon request, the information furnished to the Commission pursuant to Rule 12g3-2(b) since the beginning of the issuer�s last fiscal year.

-[10]- See, e.g., Hanley v. SEC , 415 F.2d 589 (2d Cir. 1969) (broker-dealer cannot recommend a security unless an adequate and reasonable basis exists for such recommendation).

http://www.sec.gov/rules/other/34-39681.htm