(a)Conditions—(1) Eligibility of issuer. The issuer is a foreign private issuer on the date the securities are
first offered to U.S. holders.
(2)Limitation on U.S. ownership. U.S. holders hold no more than
10 percent of the outstanding class of securities that is the subject of the
rights offering (as determined under the
definition of “U.S. holder” in § 230.800(h)).
(3)Equal treatment. The issuer permits U.S. holders to participate in the
rights offering on terms at least as
favorable as those offered the other holders of the securities that are the
subject of the offer. The issuer need not, however, extend the rights offering to security holders in those states or
jurisdictions that require registration or qualification.
(4)Informational documents. (i) If the issuer publishes or otherwise disseminates an
informational document to the holders of the securities in connection with
the rights offering, the issuer must furnish that informational document,
including any amendments thereto, in English, to the Commission on Form CB (§
239.800 of this chapter) by the first business day
after publication or dissemination. If the issuer is a foreign company, it must also file a Form F-X
(§ 239.42 of this chapter) with the
Commission at the same time as the submission
of Form CB to appoint an agent for service in the United States.
(ii) The issuer must disseminate any informational document to
U.S. holders, including any amendments thereto, in English, on a comparable
basis to that provided to security holders in the home jurisdiction.
(5)Eligibility of securities. The securities offered in the
rights offering are equity securities of the
same class as the securities held by the offerees in the United States directly or through American Depositary
(6)Limitation on transferability of rights. The terms of the
rights prohibit transfers of the rights by U.S. holders except in accordance
with Regulation S (§ 230.901 through § 230.905).
(b)Legends. The following legend or an equivalent statement in
clear, plain language, to the extent applicable, appears on the cover page
or other prominent portion of any informational document the issuer disseminates to U.S. holders:
This rights offering is made for the securities of
a foreign company. The offer is subject to the disclosure requirements of a
foreign country that are different from those of the United States. Financial statements included in the
document, if any, have been prepared in accordance with foreign accounting
standards that may not be comparable to the financial statements of
United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since the issuer is located in a foreign country, and
some or all of its officers and directors may be residents of a foreign
country. You may not be able to sue the foreign company or its officers or
directors in a foreign court for violations of the U.S. securities laws. It
may be difficult to compel a foreign company and its affiliates to subject
themselves to a U.S. court's judgment.
Title 17 published on 2015-04-01.
The following are only the Rules published in the Federal Register after the published date of Title 17.
For a complete list of all Rules, Proposed Rules, and Notices view the Rulemaking tab.
This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.