17 C.F.R. § 240.14d-102
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
SCHEDULE 14D-1F
TENDER OFFER STATEMENT PURSUANT TO RULE 14D-1(B) UNDER THE SECURITIES EXCHANGE ACT OF 1934
[AMENDMENT NO. ________]
_______________________________
(Name of Subject Company [Issuer])
_______________________________
(Translation of Subject Company's [Issuer's] name into English (if applicable))
_______________________________
(Jurisdiction of Subject Company's [Issuer's] Incorporation or Organization)
_______________________________
(Bidder)
_______________________________
(Title of Class of Securities)
_______________________________
(CUSIP Number of Class of Securities (if applicable))
_______________________________
(Name, address (including zip code) and telephone number (including area code) of person(s) authorized to receive notices and communications on behalf of bidder)
_______________________________
(Date tender offer first published, sent or given to securityholders)
GENERAL INSTRUCTIONS
Instructions
The following legends, to the extent applicable, shall appear on the outside front cover page of the home-jurisdiction document(s) in bold-face roman type at least as high as ten-point modern type and at least two points leaded:
"This tender offer is made for the securities of a foreign issuer and while the offer is subject to disclosure requirements of the country in which the subject company is incorporated or organized, investors should be aware that these requirements are different from those of the United States. Financial statements included herein, if any, have been prepared in accordance with foreign generally accepted accounting principles and thus may not be comparable to financial statements of United States companies.
"The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the subject company is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.
"Investors should be aware that the bidder or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the offer, or of the issuer's related securities, during the period of the tender offer, as permitted by applicable Canadian laws or provincial laws or regulations. "
In the case of an exchange offer:
"Investors should be aware that the bidder or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the offer or of the issuer's related securities, or of the bidder's securities to be distributed or of the bidder's related securities, during the period of the tender offer, as permitted by applicable Canadian laws or provincial laws or regulations. "
Note to Item 2. If the home-jurisdiction document(s) are delivered through an electronic medium, the issuer may satisfy the legibility requirements for the required legends relating to type size and font by presenting the legend in any manner reasonably calculated to draw security holder attention to it.
The exhibits specified below shall be filed as part of the Schedule, but are not required to be sent to shareholders unless so required pursuant to the laws, regulations or policies of Canada and/or any of its provinces or territories. Exhibits shall be appropriately lettered or numbered for convenient reference.
Calculation of Filing Fee Tables
Table 1-Transaction Valuation
| Transaction valuation | Fee rate | Amount of filing fee | |
| Fees to Be Paid | X | X | X |
| Fees Previously Paid | X | X | |
| Total Transaction Valuation | X | ||
| Total Fees Due for Filing | X | ||
| Total Fees Previously Paid | X | ||
| Total Fee Offsets | X | ||
| Net Fee Due | X |
Table 2-Fee Offset Claims and Sources
| Registrant or filer name | Form or filing type | File number | Initial filing date | Filing date | Fee offset claimed | Fee paid with fee offset source | |
| Fee Offset Claims | X | X | X | X | |||
| Fee Offset Sources | X | X | X | X | X |
Instructions to the Calculation of Filing Fee Tables and Related Disclosure ("Instructions"):
The "X" designation indicates the information required to be disclosed, as applicable, in tabular format. Add as many rows of each table as necessary.
For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
See General Instructions II.C and D for additional provisions regarding filing fees.
If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to clarify the information presented in each table, including references to the applicable provisions of Rule 0-11 (§ 240.0-11 of this chapter). All disclosure these Instructions require that is not specifically required to be presented in tabular format must appear in narrative format immediately after the table(s) to which it corresponds.
A filing fee exhibit required to be provided pursuant to this paragraph (4) under "Part II-Information Not Required To Be Sent To Shareholders" must be submitted as required by Rule 408 of Regulation S-T (§ 232.408 of this chapter).
Provide the information Table 1 requires for the line item "Fees to Be Paid" as follows:
For an initial filing on this schedule, provide the required information for the total transaction valuation.
Provide the information Table 1 requires for the line item "Fees Previously Paid" for the prior initial filing or amendment to this schedule that reflected a then-current total transaction valuation that was the highest total transaction valuation previously reported.
Provide the following information in the table for the line items "Fees to be Paid" and "Fees Previously Paid":
Provide the sum of the transaction valuations for the line items "Fees to be Paid" and "Fees Previously Paid."
Provide the sum of the fees due without regard to any previous payments or offsets for the line items "Fees to be Paid" and "Fees Previously Paid."
Provide the aggregate of filing fees previously paid with this filing.
Provide the aggregate of the fee offsets that are claimed in Table 2 pursuant to Instruction 3.
Provide the difference between (a) the total fees due for this schedule from the Total Fees Due for Filing row; and (b) the sum of (i) the aggregate of filing fees previously paid from the Total Fees Previously Paid row; and (ii) the aggregate fee offsets claimed from the Total Fee Offsets row.
Explain how the transaction valuation was determined.
For purposes of this Instruction 3 and Table 2, the term "submission" means any (i) initial filing of, or amendment (pre-effective or post-effective), to a fee-bearing document; or (ii) fee-bearing form of prospectus filed under Rule 424 under the Securities Act (§ 230.424 of this chapter), in all cases that was accompanied by a contemporaneous fee payment. For purposes of these instructions to Table 2, a contemporaneous fee payment is the payment of a required fee that is satisfied through the actual transfer of funds, and does not include any amount of a required fee satisfied through a claimed fee offset. Instruction 3.B.ii requires a filer that claims a fee offset under Rule 0-11(a)(2) to identify previous submissions with contemporaneous fee payments that are the original source to which the fee offsets claimed on this filing can be traced. See Instruction 3.C for an example.
If relying on Rule 0-11(a)(2) to offset some or all of the filing fee due on this tender offer statement by amounts paid in connection with earlier filings (other than this Schedule 14D-1F) relating to the same transaction, provide the following information:
For each earlier filed Securities Act registration statement or Exchange Act document relating to the same transaction from which a fee offset is being claimed, provide the information that Table 2 requires for the line item "Fee Offset Claims". The "Fee Offset Claimed" column requires the dollar amount of the previously paid filing fee to be offset against the currently due fee.
Note to Instruction 3.B.i.
If claiming an offset from a Securities Act registration statement, provide a detailed explanation of the basis for the claimed offset.
With respect to amounts claimed as an offset under Rule 0-11(a)(2), identify those submissions with contemporaneous fee payments that are the original source to which those amounts can be traced. For each submission identified, provide the information that Table 2 requires for the line item "Fee Offset Sources". The "Fee Paid with Fee Offset Source" column requires the dollar amount of the contemporaneous fee payment made with respect to each identified submission that is the source of the fee offset claimed pursuant to Rule 0-11(a)(2).
A filer:
Initially files a registration statement on Form S-1 on 1/15/20X1 (assigned file number 333-123456) with a fee payment of $10,000; Files pre-effective amendment number 1 to the Form S-1 (333-123456) on 2/15/20X1 with a fee payment of $15,000 and the registration statement goes effective on 2/20/20X1; Initially files a registration statement on Form S-1 on 1/15/20X4 (assigned file number 333-123467) with a fee payment of $25,000 and relies on Rule 457(p) to claim an offset of $10,000 related to the unsold securities registered on the previously filed Form S-1 (333-123456) and apply it to the $35,000 filing fee due and the registration statement goes effective on 2/15/20X4. Initially files a registration statement related to a tender offer on Form S-4 (assigned file number 333-123478) on 1/15/20X7 with a fee payment of $15,000 and relies on Rule 457(p) to claim an offset of $30,000 related to the unsold securities registered on the most recently effective Form S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing fee due. Initially files a Schedule TO related to the same tender offer on 1/22/20X7 and relies on Rule 0-11(a)(2) to claim an offset of $45,000 from the fee paid directly and by offset claimed on the Form S-4 (333-123478) filed 1/15/20X7 and apply it to the $45,000 filing fee due.For the Schedule TO filed on 1/22/20X7, the filer can satisfy the submission identification requirement when it claims the $45,000 fee offset from the Form S-4 (333-123478) filed on 1/15/20X7 by referencing any combination of the Form S-4 (333-123478) filed on 1/15/20X7, the Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 or the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in relation to which contemporaneous fee payments were made equal to $45,000.
One example could be:
the Form S-4 (333-123478) filed on 1/15/20X7 in relation to the payment of $15,000 made with that submission; the Form S-1 (333-123467) filed on 1/15/20X4 in relation to the payment of $25,000 made with that submission; and the pre-effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 in relation to the payment of $5,000 out of the payment of $15,000 made with that submission (it would not matter if the filer cited to this pre-effective amendment and/or the initial submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly or together they were cited as relating to a total of $5,000 in this example).In this example, the filer could not satisfy the submission identification requirement solely by citing to the Form S-4 (333-123478) filed on 1/15/20X7 because even though the offset claimed and available from that filing was $45,000, the contemporaneous fee payment made with that filing ($15,000) was less than the offset being claimed. As a result, the filer must also identify a prior submission or submissions with an aggregate of contemporaneous fee payment(s) of $30,000 as the original source(s) to which the rest of the claimed offset can be traced.
The Schedule shall set forth the following undertakings of the bidder:
The bidder undertakes to disclose in the United States, on the same basis as it is required to make such disclosure pursuant to any applicable Canadian federal and/or provincial or territorial law, regulation or policy, or otherwise discloses, information regarding purchases of the issuer's or bidder's securities in connection with the offer.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
_______________________________
(Signature)
_______________________________
(Name and Title)
_______________________________
(Date)
17 C.F.R. §240.14d-102