Press Release: Annual Report on Form 20-F

Summary

This template press release may be used by a foreign private issuer (FPI) to announce the filing of its annual report on Form 20-F with the Securities and Exchange Commission (SEC). The press release also announces the availability of the report on the FPI’s website with a hard copy to shareholders upon request. This template includes practical guidance and drafting notes. An FPI becomes subject to the periodic and current reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), including the requirement to file an annual report under Exchange Act Rules 13a-1 (17 C.F.R. 240.13a-1) and 15d-1 (17 C.F.R. 240.15d-1), when it becomes a reporting company A reporting company is a company that is subject to reporting obligations under Section 13 or Section 15(d) of the Exchange Act. A company becomes subject to the reporting obligations of the Exchange Act if it (1) has assets and shareholders exceeding certain thresholds, (2) lists its securities on a national securities exchange (such as the New York Stock Exchange (NYSE) or The Nasdaq Stock Market (Nasdaq)), or (3) files a registration statement with the SEC under the Securities Act of 1933, as amended. An FPI that is a reporting company may comply with its annual reporting obligations by filing a Form 20-F with the SEC (or, in the case of Canadian issuers, a Form 40-F), instead of a Form 10-K. Under NYSE and Nasdaq rules, an FPI must make the annual report filed with the SEC, including audited financial statements, available to its shareholders either simultaneously with the SEC filing (in the case of the NYSE) or within a reasonable time thereafter (in the case of Nasdaq). See Section 203.01 of the NYSE Listed Company Manual and Nasdaq Rule 5250(d). Both NYSE and Nasdaq allow an FPI to comply with this requirement by posting the annual report on its website, along with an undertaking in English to provide a hard copy, without charge, to any stockholder who requests it. An FPI that is not subject to the U.S. proxy rules must also publish a press release announcing that its annual report has been filed with the SEC and is on the foreign private issuer’s website (including the website address) and that shareholders can receive a hard copy without charge upon request. See Section 203.01 of the NYSE Listed Company Manual and Nasdaq Rule 5250(d)(1)(C). If an FPI is subject to the proxy rules or otherwise complies with such rules with respect to delivery of its annual report, a press release is not required. For further information on the annual reporting and other filing obligations of foreign private issuers, see Annual Report on Form 20-F Preparation, Form 20-F Annual Report Checklist, Foreign Private Issuer Guide for Capital Markets, Top 10 Practice Tips: Foreign Private Issuers, and Exchange Act Registration and Reporting for Foreign Private Issuers.