UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM 40-F
[Check one]
o | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
OR | |||
x | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended | December 31, 2011 | Commission File Number | 000-30514 |
ARC RESOURCES LTD. |
(Exact name of Registrant as specified in its charter) |
N/A |
(Translation of Registrant’s name into English (if applicable)) |
ALBERTA |
(Province or other jurisdiction of incorporation or organization) |
1311 |
(Primary Standard Industrial Classification Code Number (if applicable)) |
N/A |
(I.R.S. Employer Identification Number (if applicable)) |
1200, 308 4th Avenue S.W., Calgary, Alberta, Canada T2P 0H7 (403) 503-8600 |
(Address and telephone number of Registrant’s principal executive offices) |
Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19805 (302) 636-5401 |
(Name, address (including zip code) and telephone number (including area code) |
of agent for service in the United States) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Name of each exchange on which registered | |
N/A | N/A |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
COMMON SHARES |
(Title of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
N/A |
(Title of Class) |
For annual reports, indicate by check mark the information filed with this Form:
x Annual information form x 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.
288,895,582 Common Shares as at December 31, 2011
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.
x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
o Yes o No
EXPLANATORY NOTICE TO READER
ARC Resources Ltd. (the “Registrant”) is filing this Amendment No. 1 (the “Amendment to Form 40-F”) to the Annual Report on Form 40-F (the “Original Form 40-F”) for the fiscal year ended December 31, 2011, to attach hereto as Exhibits 99.2 and 99.3, respectively, the Registrant’s Consolidated Financial Statements and Management’s Discussion and Analysis for the fiscal year ended December 31, 2011, as well as to attach a new consent of the Registrant's independent registered chartered accountants, Deloitte & Touche LLP, and certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Other than as expressly set forth above, this Amendment to Form 40-F does not, and does not purport to, update or restate the information in any Item of the Original Form 40-F or reflect any events that have occurred after the Original Form 40-F was filed.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. | Undertaking |
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 transactions in said securities.
B. | Consent to Service of Process |
A Form F-X signed by the Registrant and its agent for service of process was previously filed with the Commission in connection with the Common Shares (formerly Trust Units of ARC Energy Trust) in relation to which the obligation to file this report arises.
Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission by an amendment to the Form F-X referencing 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 Amendment to Form 40-F to be signed on its behalf by the undersigned, thereto duly authorized.
ARC RESOURCES LTD. | |
(the Registrant) | |
By: | /s/ John P. Dielwart |
John P. Dielwart | |
Chief Executive Officer | |
Date: | September 12, 2012 |
Index to Exhibits
Exhibit Number | Description |
99.1* | Annual Information Form for the fiscal year ended December 31, 2011. |
99.9* | Consent of GLJ Petroleum Consultants Ltd. to the inclusion of the Report dated February 15, 2012 evaluating the reserves and resources of ARC Resources Ltd. |
* Previously filed with the Registrant’s Original Form 40-F as filed with the Securities and Exchange Commission on March 27, 2012. |