15 CSR 30-54.260 - Foreign Issuer Exemption
(1) The commissioner, pursuant to the
provisions of section
409.2-203, RSMo, of the Missouri
Securities Act of 2003 (the Act), exempts the following transactions from the
requirements of sections
409.3-301 and
409.5-504 of the Act:
(A) Any non-issuer transaction by a
registered broker-dealer in a security traded on a foreign stock exchange,
foreign automated quotation system, or an American Depository Receipt;
provided-
1. The security is sold at a price
reasonably related to the current market price of that security at the time of
the transaction;
2. The security
does not constitute the whole or part of an unsold allotment to, or
subscription or participation by, the broker-dealer as an underwriter of that
security; and either
3. The
securities qualify for inclusion on the list of foreign margin stocks compiled
by the United States Federal Reserve Board and meet the requirements of section
220.11(c)1-5 of Regulation T under the Securities Exchange Act of 1934;
or
4. At the time of the
transaction, Mergent's Investor Service, Mergent's
International Manual, or, with respect to securities included on the
OTCQX or OTCQB markets, OTC Markets Group Inc. contains a
description of the issuer's business or operations, the names of the issuer's
officers and directors or their corporate equivalents in the issuer's country
of domicile, an audited balance sheet of the issuer as of a date within
eighteen (18) months, and audited profit and loss statements for each of the
issuer's two (2) fiscal years immediately preceding that date; or
5. The security is senior in rank to the
common stock of the issuer, both as to interest or dividends and upon
liquidation, and the security has been outstanding in the hands of the public
for at least five (5) years and the issuer has not defaulted during the current
fiscal year or within the five (5) preceding years of the payment of principal,
interest, or dividend on the security;
(B) The exemption in subsection (1)(A) of
this rule shall not be available for any security unless at the time of the
transaction-
1. The security is a class which
has been outstanding in the hands of the public for at least ninety (90)
days;
2. The issuer of the security
is a going concern actually engaged in business and not in the organizational
stage or in bankruptcy or receivership;
3. The issuer of the security, including any
predecessors, has been in continuous business or operations for at least five
(5) years;
4. The issuer has net
tangible assets, as reflected in the manual, of at least twenty (20) million
dollars;
5. The issuer had an
average net income after taxes, as reflected in the manual, of at least one (1)
million dollars over the last three (3) years of operation; and
6. There are either two (2) or more
authorized market makers for the issuer's securities in the United States, or
at least one (1) market maker who is registered as a broker-dealer under the
Securities Exchange Act of 1934 and has net capital of at least twenty-five
(25) million dollars.
(2) In designating a foreign jurisdiction
under section 409.2-202(23),
RSMo, the commissioner shall determine whether a foreign jurisdiction's laws
provide substantially similar protection to investors as is provided by the
Securities Exchange Act of 1934 with respect to securities listed on a national
securities exchange in the United States. The exchange in which designation is
sought under this exemption shall file with the commissioner an undertaking to
supply to him/her copies of public information in its files relating to any
particular issuer whose securities are listed on the exchange if the
commissioner requests such an undertaking. The commissioner will determine upon
application by any interested party whether the laws of any particular country
meet the standards of this provision.
(3) For purposes of section
409.2-202(23),
RSMo, the following are designated securities exchanges:
(A) The Montreal Stock Exchange;
and
(B) The TSX Venture
Exchange.
Notes
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