3 AAC 08.140 - Offering price

(a) In applications for the registration of securities by qualification or coordination the offering price of the issue sought to be registered must bear a reasonable relationship to the established public market price if an established price exists. The issuer must submit information justifying the adequacy of that public market, including the public market price, the number of shares owned by public shareholders, the names and locations of the dealers regularly making a market in the shares, and the newspapers and financial publications where the shares are regularly quoted. If the price/earnings multiple of the issuer has changed significantly during that period, information must be submitted accounting for that change.
(b) In applications for the registration of securities if a public market price has not been established, the offering price of the securities sought to be registered must bear a reasonable relationship to one or more of the following:
(1) an amount per share not to exceed 25 times the net earnings per share for the last two complete fiscal years of the issuer before the proposed offering date; the administrator will, in the administrator's discretion, approve a higher price/earnings ratio or a different period of operation for measuring the price/earnings ratio if increased future earnings are clearly established;
(2) book value;
(3) the current market prices of the shares of companies closely similar and comparable to the issuer in terms of size, industry, products, and other factors relevant to the setting of those prices; an applicant who submits information to demonstrate a reasonable relationship between those prices and the proposed offering price must also demonstrate that the price/earnings ratio for each comparable company is below the limit set in (1) of this subsection or is justified by clearly established increased future earnings.
(c) The administrator will, in the administrator's discretion, accept an underwriter's pricing memorandum prepared in connection with the proposed offering and submitted to satisfy the requirements of this section for submission of information.

Notes

3 AAC 08.140
Eff. 2/20/72, Register 41; am 4/19/2000, Register 154

Authority:AS 45.55.120

AS 45.55.950

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