(Mark One)oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ORxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yesx Noo If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (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.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: Othero International Financial Reporting Standardsas issuedby the International Accounting Standards Board® TABLE OF CONTENTS GENERAL INFORMATIONSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS PART IItem 1. Identity of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key Information A.[Reserved]B.Capitalization and indebtednessC.Reasons for the offer and use of proceedsD.Risk factors Item 4. Information on the Company A.History and Development of the CompanyB.Business OverviewC.Organizational StructureD.Property, Plants and Equipment Item 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and Prospects A.Operating ResultsB.Liquidity and Capital ResourcesC.Research and Development, Patents and Licenses, etc.D.Trend InformationE.Critical Accounting Policies and Estimates Item 6. Directors, Senior Management and Employees A.Directors and senior managementB.CompensationC.Board PracticesD.EmployeesE.Share OwnershipF.Disclosure of a registrant’s action to recover erroneously awarded compensation Item 7. Major Shareholders and Related Party Transactions A.Major ShareholdersB.Related Party TransactionsC.Interests of Experts and Counsel Item 8. Financial Information A.Consolidated Statements and Other Financial InformationB.Significant Changes Item 9. The Offer and Listing A.Offer and Listing DetailsB.Plan of DistributionC.MarketsD.Selling ShareholdersE.DilutionF.Expenses of the Issue Item 10. Additional Information A.Share Capital B.Memorandum and Articles of AssociationC.Material ContractsD.Exchange ControlsE.TaxationF.Dividends and Paying AgentsG.Statement by ExpertsH.Documents on DisplayI.Subsidiary InformationJ.Annual Report to Security Holders Item 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description of Securities Other than Equity Securities A.Debt SecuritiesB.Warrants and RightsC.Other SecuritiesD.American Depositary Shares PART II Item 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications to the Rights of Security Holders and Use of ProceedsItem 15. Controls and Procedures A.Disclosure Controls and ProceduresB.Management’s Annual Report on Internal Control Over Financial ReportingC.Attestation Report of the Registered Public Accounting FirmD.Changes in Interna