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IPO Glossary of Terms: Part 5




Description

This article is from the Investing Articles: Public Offerings: IPO and DPO series.

IPO Glossary of Terms: Part 5

Regulation S. Continued

(5) Notwithstanding paragraph (b)(1) of this section, bona fide visits to real estate, plants or other facilities located in the United States and tours thereof conducted for a prospective investor by an issuer, a distributor, any of their respective affiliates or a person acting on behalf of any of the foregoing shall not be deemed "directed selling efforts."

(6) Notwithstanding paragraph (b)(1) of this section, distribution in the United States of a foreign broker-dealer's quotations by a third-party system that distributes such quotations primarily in foreign countries will not be deeemed "directed selling efforts" if:

(i) securities transactions cannot be executed between foreign broker-dealers and persons in the United States through the system; and

(ii) the issuer, distributors, their respective affiliates, persons acting on behalf of any of the foregoing, foreign broker-dealers and other participants in the system do not initiate contacts with U.S. persons or persons within the United States, beyond those contacts exempted under Rule 15a-6 under the Exchange Act (17 CFR 240.15a-6).

(7) Notwithstanding paragraph (b)(1) of this section, publication by an issuer of a notice in accordance with 230.135 or 230.135c shall not be deemed "directed selling efforts." [Added in Release No. 33-7053 (85,331), effective April 26, 1994, 59 F.R. 21644.]

(c) Distributor. "Distributor" means any underwriter, dealer, or other person who participates, pursuant to a contractual arrangement, in the distribution of the securities offered or sold in reliance on this Regulation S.

(d) Domestic Issuer. "Domestic issuer" means any issuer other than a foreign issuer.

(e) Foreign Government. "Foreign government" means the government of any foreign country or of any political subdivision of a foreign country, provided that such person would qualify to register securities under the Act on Schedule B.

(f) Foreign Issuer.

(1) "Foreign issuer" means any issuer that is:

(i) a foreign government;

(ii) a national of any foreign country; or

(iii) a corporation or other organization incorporated or organized under the laws of any foreign country.

(2) Notwithstanding paragraph (f)(1) of this section, an issuer other than a foreign government shall not be deemed a "foreign issuer" if:

(i) more than 50 percent of the outstanding voting securities of such issuer is held of record by persons for whom a U.S. address appears on the records of the issuer, its transfer agent, voting trustee, depositary, or person performing similar functions; and

(ii) any of the following factors are present:

(

A) the majority of the executive officers or directors of the issuer are U.S. citizens or residents;

(B) more than 50 percent of the assets of the issuer are located in the United States; or

(C) the business of the issuer is administered principally in the United States.

(g) Held of Record. "Held of record" has the meaning assigned to that term in Rule 12g5-1 under the Exchange Act (17 CFR 240.12g5-1).

 

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