6 Del. Admin. Code § 200-E-504

Current through Register Vol. 28, No. 5, November 1, 2024

Section 200-E-504 - World Class Foreign Issuer Exemptions

Any security that meets all of the following conditions shall be exempt from the securities registration requirements of the Act:

(a)

(1) Equity securities, except options, warrants, preferred stock, subscription rights, securities convertible into equity securities or any right to subscribe to or purchase such options, warrants, convertible securities or preferred stock;

(2) Units consisting of equity securities permitted under subparagraph (1) and warrants to purchase the same equity security being offered in the unit;

(3) Non-convertible debt securities rated in one of the four highest rating categories of a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Securities Exchange Act of 1934 (15 U.S.C. § 78o-7) or such other statistical rating organization the Director by rule or order may designate. For purpose of this subparagraph, the term "non-convertible debt securities" means securities that cannot be converted for at least one year from the date of issuance and then, only into equity shares of the issuer or its parent; or

(4) American Depository Receipts representing securities described in subparagraphs (1) and (2) above;

(b) The issuer is not organized under the laws of the United States, or of any state, territory or possession of the United States, or of the District of Columbia or Puerto Rico;

(c) The issuer, at the time an offer or sale is made in reliance on the securities exemption embodied in this Rule, has been a going concern engaged in continuous business operations for the immediate past five years and during that period has not been the subject of a proceeding relating to insolvency, bankruptcy, involuntary administration, receivership or similar proceeding. For purposes of this paragraph, the operating history of any predecessor that represented more than 50 percent of the value of the assets of the issuer that otherwise would have met the conditions of this Rule may be used toward the five year requirement;

(d) The issuer, at the time an offer or sale is made in reliance on the securities exemption embodied in this Rule, has a public float of US $1 billion or more. For purposes of this paragraph:

(1) The term "public float" means the market value of all outstanding equity shares owned by non-affiliates;

(2) The term "equity shares" means common shares, non-voting equity shares and subordinate or restricted voting equity shares, but does not include preferred shares; and

(3) An "affiliate" is anyone who owns beneficially, directly or indirectly, or exercises control or direction over, more than ten percent of the outstanding equity shares of such person;

(e) The market value of the issuer's equity shares, at the time an offer or sale is made in reliance on the securities exemption embodied in this Rule, is US $3 billion or more. For purposes of this paragraph, the term "equity shares" means common shares, non-voting equity shares and subordinate or restricted voting equity shares, but does not include preferred shares; and

(f) The issuer, at the time an offer or sale is made in reliance on the securities exemption embodied in this Rule, has a class of equity securities listed for trading on or through the facilities of a foreign securities market included in SEC Rule 902(a)(1) or designated by the SEC under SEC Rule 902(a)(2) under the U.S. Securities Act of 1933, 17 C.F.R. §§ 230.902 & 901.

6 Del. Admin. Code § 200-E-504

18 DE Reg. 394 (11/1/2014) (Final)