Business combination. Business combination means
a statutory amalgamation, merger, arrangement or other reorganization requiring
the vote of security holders of one or more of the participating companies.
It also includes a statutory short form merger that does not require a vote
of security holders.
Equity security. Equity security means the same
as in Rule 3a11-1, but for purposes
of this section only does not include:
Any debt security that is convertible into
an equity security, with or without consideration;
Any debt security that includes a warrant
or right to subscribe to or purchase an equity security;
Any such warrant or right; or
Any put, call, straddle, or other option
or privilege that gives the holder the option of buying or selling a security
but does not require the holder to do so.
Exchange offer. Exchange offer means a tender offer
in which securities are issued as consideration.
Foreign private issuer. Foreign private issuer
means the same as in Rule 405 of Regulation C.
Foreign subject company. Foreign subject company
means any foreign private issuer whose securities are the subject of the exchange
offer or business combination.
Home jurisdiction. Home jurisdiction means both
the jurisdiction of the foreign subject company's (or in the case of a rights
offering, the foreign private issuer's) incorporation, organization or chartering
and the principal foreign market where the foreign subject company's (or in
the case of a rights offering, the issuer's) securities are listed or quoted.
Rights offering. Rights offering means offers and
sales for cash of equity securities where:
The issuer grants the existing security holders
of a particular class of equity securities (including holders of depositary
receipts evidencing those securities) the right to purchase or subscribe
for additional securities of that class; and
The number of additional shares an existing
security holder may purchase initially is in proportion to the number
of securities he or she holds of record on the record date for the rights
offering. If an existing security holder holds depositary receipts, the
proportion must be calculated as if the underlying securities were held
U.S. holder. U.S. holder means any security holder
resident in the United States. To determine the percentage of outstanding
securities held by U.S. holders:
Calculate the percentage of outstanding securities held by U.S. holders as of a date no more than
60 days before or 30 days after the public announcement of a business combination conducted under Rule 802 under the
Act or of the record date in a rights offering conducted under Rule 801 under the Act. For a business combination
conducted under Rule 802, if you are unable to calculate as of a date within these time frames, the calculation
may be made as of the most recent practicable date before public announcement, but in no event earlier
than 120 days before public announcement.
Include securities underlying American Depositary Shares convertible or exchangeable into the securities that
are the subject of the tender offer when calculating the number of subject securities outstanding, as well as the number held by U.S. holders.
Exclude from the calculation other types of securities that are convertible or exchangeable into the securities that are the subject
of the tender offer, such as warrants, options and convertible securities. Exclude from those calculations securities held by the acquiror in an
exchange offer or business combination;
Use the method of calculating record ownership
in Rule 12g3-2(a) under the
Exchange Act, except that your inquiry as to the amount of securities
represented by accounts of customers resident in the United States may
be limited to brokers, dealers, banks and other nominees located in the
United States, the subject company's jurisdiction of incorporation or
that of each participant in a business combination, and the jurisdiction
that is the primary trading market for the subject securities, if different
from the subject company's jurisdiction of incorporation;
If, after reasonable inquiry, you are unable
to obtain information about the amount of securities represented by accounts
of customers resident in the United States, you may assume, for purposes
of this provision, that the customers are residents of the jurisdiction
in which the nominee has its principal place of business.
Count securities as owned by U.S. holders
when publicly filed reports of beneficial ownership or information that
is otherwise provided to you indicates that the securities are held by
For exchange offers conducted pursuant to Rule 230.802 under the Act by persons other than the
issuer of the subject securities or its affiliates that are not made pursuant to an agreement with the issuer of the subject securities, the issuer of
the subject securities will be presumed to be a foreign private issuer and U.S. holders will be presumed to hold 10 percent or less of the outstanding
subject securities, unless paragraphs (h)(7)(i), (ii) or (iii) of this section indicate otherwise.
For rights offerings and business combinations, including exchange offers conducted pursuant to Rule 230.802 under the Act, where
the offeror is unable to conduct the analysis of U.S. ownership set forth in paragraph (h)(3) of this section, the issuer of the subject
securities will be presumed to be a foreign private issuer and U.S. holders will be presumed to hold 10 percent or less of the outstanding
subject securities so long as there is a primary trading market for the subject securities outside the United States,
as defined in Rule 240.12h-6(f)(5) of this chapter, unless:
Average daily trading volume of the subject securities in the United States for a recent twelve-month period
ending on a date no more than 60 days before the public announcement of the business combination or of the record date for a rights offering
exceeds 10 percent of the average daily trading volume of that class of securities on a worldwide basis for the same period; or
The most recent annual report or annual information filed or submitted by the issuer with
securities regulators of the home jurisdiction or with the Commission or any jurisdiction in which the subject securities trade
before the public announcement of the offer indicates that U.S. holders hold more than 10 percent of the outstanding subject class of securities; or
The acquiror or issuer knows or has reason to know, before the public announcement of the offer, that the level of U.S. ownership
exceeds 10 percent of such securities. As an example, an acquiror or issuer is deemed to know information about U.S. ownership of the subject class of securities
that is publicly available and that appears in any filing with the Commission or any regulatory body in the issuer's jurisdiction of incorporation or
(if different) the non-U.S. jurisdiction in which the primary trading market for the subject securities is located. The acquiror in a business
combination is deemed to know information about U.S. ownership available from the issuer. The acquiror or issuer is
deemed to know information obtained or readily available from any other source that is reasonably reliable,
including from persons it has retained to advise it about the transaction, as well as from third-party information
providers. These examples are not intended to be exclusive.
United States. United States means the United States
of America, its territories and possessions, any State of the United States,
and the District of Columbia.
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