SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[X] Registration statement pursuant to Section 12 of the Securities Exchange
Act of 1934
or
[ ] Annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended _________ Commission File Number ___________
BANRO CORPORATION
(Exact name of registrant as specified in its charter)
CANADA 1041 NOT APPLICABLE
(Province or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code) Identification No.)
1 First Canadian Place
100 King Street West, Suite 7070
Toronto, Ontario M5X 1E3
(416) 366-2221
(Address and telephone number of registrant's principal executive offices)
Copies to:
Martin Pomerance Gil I. Cornblum, Esq.
Dorsey & Whitney LLP Dorsey & Whitney LLP
250 Park Avenue 161 Bay Street, Suite 4310
New York, NY 10177 Toronto, Ontario M5J 2S1
(212) 415-9200 (416) 367-7370
(Name, address (including zip code) and
telephone number (including area code)
of agent for service in the United States)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class: Name of Each Exchange On Which Registered:
- -------------------- ------------------------------------------
Common Shares, no par value None
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
For annual reports, indicate by check mark the information filed with this form:
[ ] Annual Information Form [ ] Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report. N/A
Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to
the Registrant in connection with such Rule. [ ] Yes [X] No
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days. [ ] Yes [X] No
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction B.(1) of Form 40-F, the Registrant
hereby files or incorporates by reference Exhibit 99.1 and Exhibit 99.2, and
Exhibit 99.4 through Exhibit 99.45, inclusive, as set forth in the Exhibit Index
attached hereto.
In accordance with General Instruction C.(2) of Form 40-F, the Registrant
hereby incorporates by reference Exhibit 99.3, the Annual Audited Consolidated
Financial Statements of the Registrant for the years ended December 31, 2003 and
December 31, 2002, including a reconciliation of the financial statements to
U.S. Generally Accepted Accounting Practices as required by Item 18 of Form
20-F.
In accordance with General Instruction D.(9) of Form 40-F, the Registrant
has filed written consents of certain experts named in the foregoing Exhibits as
Exhibit 99.46 and Exhibit 99.47, inclusive, as set forth in the Exhibit Index
attached hereto.
UNDERTAKINGS
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or to transactions in said securities.
CONSENT TO SERVICE OF PROCESS
Concurrently with the filing of the Registration Statement on Form 40-F,
the Registrant will file with the Commission a written Irrevocable Consent and
Power of Attorney on Form F-X.
Any change to the name or address of the Registrant's agent for service
shall be communicated promptly to the Commission by amendment to the Form F-X
referring the file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized
BANRO CORPORATION
/s/ Peter N. Cowley
--------------------------------------------
Peter N. Cowley
President and Chief Executive Officer
Date: December 30, 2004
EXHIBIT INDEX
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The following exhibits have been filed as part of the Registration
Statement:
EXHIBIT DESCRIPTION
ANNUAL INFORMATION
99.1 Audited Consolidated Financial Statements and notes thereto and
Management's Discussion for the year ended December 31, 2003
99.2 Audited Consolidated Financial Statements and notes thereto for the
year ended December 31, 2002
99.3 U.S. GAAP reconciliation which includes audited comparative financial
statements of the Registrant and notes thereto for the years ended
December 31, 2003 and December 31, 2002, together with the report of
the auditors thereon
QUARTERLY INFORMATION
99.4 Interim Unaudited Consolidated Financial Statements of the Registrant
for the nine months ended September 30, 2004
99.5 Management's Discussion and Analysis for the nine months ended
September 30, 2004
99.6 Interim Unaudited Consolidated Financial Statements of the Registrant
for the six months ended June 30, 2004
99.7 Management's Discussion and Analysis for the six months ended June 30,
2004
99.8 Interim Unaudited Consolidated Financial Statements of the Registrant
for the three months ended March 31, 2004
99.9 Management's Discussion and Analysis for the three months ended March
31, 2004
99.10 Interim Unaudited Consolidated Financial Statements of the Registrant
for the nine months ended September 30, 2003
99.11 Interim Unaudited Consolidated Financial Statements of the Registrant
for the six ended June 30, 2003
99.12 Interim Unaudited Consolidated Financial Statements of the Registrant
for the three months ended March 31, 2003
SHAREHOLDER MEETING MATERIALS
99.13 Notice of Meeting and Management Information Circular of the
Registrant dated June 2, 2004 issued in connection with the June 29,
2004 Annual and Special Meeting of Shareholders
99.14 Form of Proxy for use in connection with the June 29, 2004 Annual and
Special Meeting of Shareholders
99.15 Notice of Meeting and Management Information Circular of the
Registrant dated February 9, 2004 issued in connection with the March
8, 2004 Special Meeting of Shareholders
99.16 Form of Proxy for use in connection with the March 8, 2004 Special
Meeting of Shareholders
99.17 Notice of Meeting and Management Information Circular of the
Registrant dated September 5, 2003 issued in connection with the
October 3, 2003 Annual and Special Meeting of Shareholders
99.18 Form of Proxy for use in connection with the October 3, 2003 Annual
and Special Meeting of Shareholders
TECHNICAL REPORTS
99.19 Review and Mineral Resource Update of the Twangiza Property, dated
April 30, 2003
PRESS RELEASES AND MATERIAL CHANGE REPORTS
99.20 Material Change Report of the Registrant dated December 16, 2004
99.21 Press Release of the Registrant dated December 8, 2004
99.22 Press Release of the Registrant dated November 3, 2004
99.23 Press Release of the Registrant dated October 6, 2004
99.24 Press Release of the Registrant dated September 20, 2004
99.25 Press Release of the Registrant dated June 24, 2004
99.26 Press Release of the Registrant dated June 1, 2004
99.27 Press Release of the Registrant dated May 5, 2004
99.28 Material Change Report of the Registrant dated April 5, 2004
99.29 Press Release of the Registrant dated March 31, 2004
99.30 Press Release of the Registrant dated March 16, 2004
99.31 Material Change Report of the Registrant dated March 11, 2004
99.32 Press Release of the Registrant dated March 1, 2004
99.33 Press Release of the Registrant dated February 6, 2004
99.34 Press Release of the Registrant dated February 3, 2004
99.35 Press Release of the Registrant dated February 3, 2004
99.36 Press Release of the Registrant dated January 21, 2004
99.37 Press Release of the Registrant dated January 20, 2004
99.38 Press Release of the Registrant dated January 13, 2004
99.39 Press Release of the Registrant dated December 23, 2003
99.40 Press Release of the Registrant dated December 17, 2003
99.41 Press Release of the Registrant dated December 11, 2003
99.42 Press Release of the Registrant dated November 24, 2003
99.43 Press Release of the Registrant dated October 16, 2003
99.44 Press Release of the Registrant dated September 16, 2003
99.45 Press Release of the Registrant dated August 7, 2003
CONSENTS
99.46 Consent of BDO Dunwoody LLP, Independent Registered Public Accounting
Firm
99.47 Consent of Christopher O. Naas