15 CSR 30-54.190 - New Generation Processing Entity Exemption
(1)
Definition. A "new generation processing entity" shall be defined as an
"eligible new generation processing entity" as defined under section
348.432.1(4), RSMo which defines the term as a partnership, corporation,
cooperative, or limited liability company organized or incorporated pursuant to
the laws of this state consisting of not less than twelve (12) members,
approved by the Missouri Agricultural and Small Business Development Authority,
for the purpose of owning or operating within this state a development facility
or a renewable fuel production facility in which producer members:
(A) Hold a majority of the governance or
voting rights of the entity and any governing committee;
(B) Control the hiring of management;
and
(C) Deliver agricultural
commodities or products to the entity for processing, unless processing is
required by multiple entities.
(2) Securities Exemption. The commissioner,
pursuant to the provisions of section
409.2-203, RSMo, exempts from
the registration requirements of section
409.3-301, RSMo securities
issued by and representing an interest in a new generation processing entity
if:
(A) A notice filing by the new generation
processing entity is made with the commissioner that consists of the following:
1. A completed Form SE-1, Statement of Claim
for the Exemption of Securities of a New Generation Processing
Entity;
2. A completed Form U-2,
Consent to Service of Process;
3. A
completed Form U-2A, Uniform Form of Corporate Resolution;
4. A copy of the prospectus or offering
document that shall have a minimum disclosure consisting of the following:
A. The name and address of the
issuer;
B. The type of security
being issued;
C. The total amount
of securities being issued;
D. A
risk factors section;
E. A
description of the business or proposed business;
F. An itemized use of proceeds;
G. A plan of distribution section;
H. A summary of capitalization; and
I. Historical financial statements of the
issuer for the past three (3) fiscal years or since the issuer's inception,
whichever is shorter, that are in conformity with generally accepted accounting
principles (GAAP) and have been reviewed by a certified public accountant. If
the balance sheet in the above financial statements is more than one hundred
twenty (120) days old on the date of making the notice filing or if the issuer
has not completed its first fiscal year, reviewed financial statements not more
than one hundred twenty (120) days old shall be included and in conformity with
GAAP;
5. A copy of the
bylaws, operating agreement or similar document;
6. A copy of any advertising materials or any
summaries of the offering document to be used in the offer or sale of the
securities in Missouri;
7. A copy
of any underwriting or selling agreements;
8. A copy of the subscription agreement;
and
9. A filing fee of one hundred
dollars ($100);
(B) All
proceeds raised by the new generation processing entity from the sale of
securities pursuant to this exemption are held in escrow until the Missouri
Agricultural and Small Business Development Authority provides final approval
to the new generation processing entity for the new generation cooperative
incentive tax credits. If the Missouri Agricultural and Small Business
Development Authority does not provide final approval to the new generation
processing entity for the new generation cooperative incentive tax credits,
then the proceeds raised by new generation processing entity from the offer and
sale of its securities under this exemption will be returned to
investors.
(3) The
securities of the new generation processing entity qualifying for the exemption
under this regulation are exempt when ordered by the commissioner.
(4) Effective Period. The exemption under
this regulation for the securities issued by or representing an interest in a
new generation processing entity is effective for one (1) year from the date
that the securities were ordered to be exempt by the commissioner.
(5) Amendments. The new generation processing
entity shall file all amendments with the division in which there has been a
material change to documents previously filed with the division. The new
generation processing entity shall file with the division all advertising
materials to be used in the offer or sale of the securities exempt under this
regulation.
(6) Renewal. If the
securities offering is not completed during the effective period, an issuer can
renew the exemption by submitting to the commissioner a written request for
renewal that includes any amendments to any documents filed with the notice
filing and a fee of one hundred dollars ($100). The renewal needs to be
received by the commissioner within thirty (30) days before the end of the one
(1) year effective date.
(7) Any
new generation processing entity that meets the qualifications of the exemption
under section 409.2-201(8),
RSMo can rely on the exemption of section
409.2-201(8),
RSMo and need not qualify for the exemption
under this regulation.
Notes
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