[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2002]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR230.135e]

[Page 478-479]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933--Table of Contents
 
Sec. 230.135e  Offshore press conferences, meetings with issuer representatives conducted offshore, and press-related materials released offshore.

    (a) 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 Sec. 230.405) 
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

[[Page 479]]

States, at or in which a present or proposed offering of securities is 
discussed, if:
    (1) 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.

    (2) Access is provided to both U.S. and foreign journalists; and
    (3) 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.
    (b) Any written press-related materials specified in paragraph 
(a)(3) of this section must:
    (1) 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;
    (2) 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
    (3) 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.
    (c) 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.

[62 FR 53954, Oct. 17, 1997]