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sec designated offshore securities market list

Such statements shall appear: (i) On the cover or inside cover page of any prospectus or offering circular used in connection with the offer or sale of the securities; (ii) In the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the securities; and. Market for Common Equity and Related Stockholder Matters. (iii) For purposes of paragraph (a)(2) of this section, the term "assets" means securities, installment sales, accounts receivable, notes, leases or other contracts, or other assets that by their terms convert into cash over a finite period of time. 5.

(B) 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 cont acts with U.S. persons or persons within the United States, beyond those contacts exempted under § 240.15a-6 of this chapter; (vi) Publication by an issuer of a notice in accordance with § 230.135 or § 230.135c; (vii) Providing any journalist with access to press conferences held outside of the United States, to meetings with the issuer or selling security holder representatives conducted outside 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 requirements of § 230.135e are satisfied; and. Section 230.902 is revised to read as follows: As used in Regulation S, the following terms shall have the meanings indicated. Such statements shall appear: (i) On the cover or inside cover page of any prospectus or offering circular used in connection with the offer or sale of the securities; (ii) In the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the securities; and. and Item 9. 78a, et seq., unless otherwise noted; 9. (vi) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans. New Delhi, May 16 Leading stock exchange BSE today said the US securities regulator has recognise it as 'designated offshore securities market', … “Domestic issuer” means any issuer other than a “foreign government” or “foreign private issuer” (both as defined in § 230.405). (3) The following are not "directed selling efforts": (i) Placing an advertisement required to be published under U.S. or foreign law, or under rules or regulations of a U.S. or foreign regulatory or self-regulatory authority, provided the advertisement contains no more information than legally required and includes a statement to the effect that the securities have not been registered under the Act and may not be offered or sold in the United States (or to a U.S. person, if the advertisement relates to an offering under Category 2 or 3 (paragraph (b)(2) or (b)(3)) in §230.903) absent registration or an applicable exemption from the registration requirements; (ii) Contact with persons excluded from the definition of "U.S. person" pursuant to paragraph (k)(2)(vi) of this section or persons holding accounts excluded from the definition of "U.S. person" pursuant to paragraph (k)(2)(i) of this section, solely in their capacities as holders of such accounts; (iii) A tombstone advertisement in any publication with a general circulation in the United States, provided: (A) The publication has less than 20% of its circulation, calculated by aggregating the circulation of its U.S. and comparable non-U.S. editions, in the United States; (B) Such advertisement contains a legend to the effect that the securities have not been registered under the Act and may not be offered or sold in the United States (or to a U.S. person, if the advertisement relates to an offering under Category 2 or 3 (paragraph (b)(2) or (b)(3)) in §230.903) absent registration or an applicable exemption from the registration requirements; and. (b) Designated offshore securities market. (2) The following are not “U.S. “Distribution compliance period” means a period that begins when the securities were first offered to persons other than distributors in reliance upon this Regulation S (§ 230.901 through § 230.905, and Preliminary Notes) or the date of closing of the offering, whichever is later, and continues until the end of the period of time specified in the relevant provision of § 230.903, except that: (1) All offers and sales by a distributor of an unsold allotment or subscription shall be deemed to be made during the distribution compliance period; (2) In a continuous offering, the distribution compliance period shall commence upon completion of the distribution, as determined and certified by the managing underwriter or person performing similar functions; (3) In a continuous offering of non-convertible debt securities offered and sold in identifiable tranches, the distribution compliance period for securities in a tranche shall commence upon completion of the distribution of such tranche, as determined and certified by the managing underwriter or person performing similar functions; and.

(1) "Substantial U.S. market interest" with respect to a class of an issuer's equity securities means: (i) The securities exchanges and inter-dealer quotation systems in the United States in the aggregate constituted the single largest market for such class of securities in the shorter of the issuer's prior fiscal year or the period since the issuer's incorporation; or. The amendments to Regulation S are adopted pursuant to Sections 5 and 19 of the Securities Act, as amended, and the amendments to Rule 144 are adopted pursuant to sections 2(a)(11), 4, 5 and 19 of the Securities Act, as amended. (B) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in § 230.501(a)) who are not natural persons, estates or trusts. (2) Resales by certain affiliates. (B) The offer or sale, if made prior to the expiration of a one-year distribution compliance period, is made pursuant to the following conditions: (1) The purchaser of the securities (other than a distributor) certifies that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the Act; (2) The purchaser of the securities agrees to resell such securities only in accordance with the provisions of this Regulation S (§230.901 through §230.905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Act; (3) The securities of a domestic issuer contain a legend to the effect that transfer is prohibited except in accordance with the provisions of this Regulation S (§230.901 through §230.905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; (4) The issuer is required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of this Regulation S (§230.901 through §230.905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if the securities are in bearer form or foreign law prevents the issuer of the securities from refusing to register securities transfers, other reasonable procedures (such as a legend described in paragraph (b)(3)(iii)(B)(3) of this section) are implemented to prevent any transfer of the securities not made in accordance with the provisions of this Regulation S; and. Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities. (2) Any foreign securities exchange or non-exchange market designated by the Commission. (viii) Any partnership or corporation if: (A) Organized or incorporated under the laws of any foreign jurisdiction; and. “Foreign issuer” means any issuer other than a “domestic issuer.”. By amending Form 10-K (referenced in §249.310) by revising paragraph (a) of Item 5 of Part II to read as follows: (Note: The text of Form 10-K does not, and these amendments will not, appear in the Code of Federal Regulations.). (B) An offering of non-convertible debt securities of a domestic issuer that is directed into a single country other than the United States to the residents thereof and that is made in accordance with the local laws and customary practices and documentation of such country, provided that the principal and interest of the securities (or par value, as applicable) are denominated in a currency other than U.S. dollars and such securities are neither convertible into U.S. dollar-denominated securities nor linked to U.S. dollars (other than through related currency or interest rate swap transactions that are commercial in nature) in a manner that in effect converts the securities to U.S. dollar-denominated securities.

(iii) 20 percent or more of: The principal amount outstanding of its debt securities, the greater of liquidation preference or par value of its securities described in § 230.902(a)(1), and the principal amount or principal balance of its securities described in § 230.902(a)(2), in the aggregate, is held of record by U.S. persons. (C) Such advertisement contains no more information than: (2) The amount and title of the securities being sold; (3) A brief indication of the issuer's general type of business; (5) The yield of the securities, if debt securities with a fixed (non-contingent) interest provision; (6) The name and address of the person placing the advertisement, and whether such person is participating in the distribution; (7) The names of the managing underwriters; (8) The dates, if any, upon which the sales commenced and concluded; (9) Whether the securities are offered or were offered by rights issued to security holders and, if so, the class of securities that are entitled or were entitled to subscribe, the subscription ratio, the record date, the dates (if any) upon which the rights were issued and expired, and the subscription price; and. (1) “Directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered in reliance on this Regulation S (§ 230.901 through § 230.905, and Preliminary Notes). (i) Offering restrictions are implemented; (ii) The offer or sale, if made prior to the expiration of a 40-day distribution compliance period, is not made to a U.S. person or for the account or benefit of a U.S. person (other than a distributor); and.

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