General Rules and Regulations
Securities Act of 1933
Rule 135e -- Offshore Press Conferences, Meetings with Issuer Representatives Conducted Offshore, and Press-Related Materials Released Offshore
For the purposes only of Section 5 of the Act [15 U.S.C.
77e], an issuer that is a foreign private issuer (as defined in Rule 405) or a foreign
government issuer, a selling security holder of the securities of such issuers, or
their representatives will not be deemed to offer any security for sale by virtue
of providing any journalist with access to its press conferences held outside of
the United States, to meetings with issuer or selling security holder representatives
conducted outside of the United States, or to written press-related materials released
outside the United States, at or in which a present or proposed offering of securities
is discussed, if:
The present or proposed offering is not being, or
to be, conducted solely in the United States;
Note to Paragraph (a)(1): An offering will be considered not
to be made solely in the United States under this paragraph (a)(1) only if there
is an intent to make a bona fide offering offshore.
Access is provided to both U.S. and foreign journalists;
Any written press-related materials pertaining to
transactions in which any of the securities will be or are being offered in the United
States satisfy the requirements of paragraph (b) of this section.
Any written press-related materials specified
in paragraph (a)(3) of this section must:
State that the written press-related materials are
not an offer of securities for sale in the United States, that securities may not
be offered or sold in the United States absent registration or an exemption from
registration, that any public offering of securities to be made in the United States
will be made by means of a prospectus that may be obtained from the issuer or the
selling security holder and that will contain detailed information about the company
and management, as well as financial statements;
If the issuer or selling security holder intends
to register any part of the present or proposed offering in the United States, include
a statement regarding this intention; and
Not include any purchase order, or coupon that could
be returned indicating interest in the offering, as part of, or attached to, the
written press-related materials.
For the purposes of this section, "United States"
means the United States of America, its territories and possessions, any State of
the United States, and the District of Columbia.
Notice to Users: The Deskbook is made available
with the understanding that the University of Cincinnati College
of Law is not engaged in rendering legal, accounting or other professional
services. If legal advice or other expert assistance is required,
the services of a competent professional person should be sought. See Terms and Conditions of Use.