Iowa Admin. Code r. 191-50.101

Current through Regsiter Vol. 46, No. 26, June 12, 2024

Rule 191-50.101 - Rescission offers

(1) Rescission offers made pursuant to Iowa Code section 502510. shall be typed or printed and shall be captioned "RESCISSION OFFER" in boldface print or type. The rescission offer shall be delivered to each offeree personally or shall be sent by certified mail to the offeree's last-known address and shall contain the following information:

a. The name of the security which is the subject of the offer

b. A reasonably detailed statement indicating why liability under Iowa Code section 502509. may have arisen and fairly and adequately advising the offeree of the offeree's rights pursuant to the Act.

c. An offer to repurchase the security pursuant to Iowa Code section 502510(1)."b " to"f, " as applicable.

d. A statement that the offeree's right to bring an action under the Act may be lost unless the offeree accepts the offer within 30 days after receiving the offer, or any shorter period, of not less than three days, that the administrator, by order, specifies.

e. Sufficient information about the issuer and the security offered to permit the offeree to make an informed decision regarding acceptance of the rescission offer including, but not limited to, information about the issuer's organization and management, its operations and plan of business, and its financial condition as shown by a current financial statement prepared under generally accepted accounting principles.

f. A form by which the offeree may accept the offer and a statement explaining that the offeree may accept the offer by returning the form to the offerer at the provided address by first-class mail, or any other type of mail.

g. If the basis for relief under Iowa Code section 502510. alleges a violation of Iowa Code section 502509. which employed a device, scheme, or artifice to defraud, made an untrue statement of material fact necessary in order to make the statement made, in light of the circumstances under which it was made, not misleading, or engaged in an act, practice, or course of business that operated or would operate as a fraud or deceit on another person, in capital letters and boldface type at least as large as that used in the body of the printed materials, and placed immediately before the signature of the offerer, the following statement:

THIS IS A RESCISSION OFFER MADE PURSUANT TO IOWA CODE SECTION 502.510, A COPY OF WHICH IS ON FILE WITH THE IOWA SECURITIES AND REGULATED INDUSTRIES BUREAU. THE BUREAU MAKES NO RECOMMENDATION AS TO WHETHER THE OFFER SHOULD BE ACCEPTED OR REJECTED NOR HAS THE BUREAU PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFER.

(2) If the basis for relief under Iowa Code section 502510. alleges a violation of Iowa Code section 502509. which employed a device, scheme, or artifice to defraud, made an untrue statement of material fact necessary in order to make the statement made, in light of the circumstances under which it was made, not misleading, or engaged in an act, practice, or course of business that operated or would operate as a fraud or deceit on another person, prior to making a rescission offer pursuant to Iowa Code section 502510., the offerer shall file with the administrator:

a. A copy of the rescission offer;

b. The names and addresses of all holders or sellers who are to receive the rescission offer; and

c. Financial statements proving that the offerer's assets are sufficient to meet its obligations should all offerees accept the rescission offer

(3) Rescission offers made pursuant to Iowa Code section 502510. shall be tendered to all persons to whom liability exists or may exist pursuant to Iowa Code section 502509..

(4) A rescission offer may be accepted at any time during the period stated in the rescission offer even if an offeree previously rejected the offer

(5) Rescission offers are subject to the provisions of Iowa Code sections 502501., 502501A., 502505., 502506., and 502506A..

(6) The administrator may, in the administrator's discretion, require proof by the offerer of compliance with this rule and the terms of the rescission offer.

(7) A proposal or the making of a rescission offer shall not limit the administrator's administrative or enforcement authority provided by the Act.

This rule is intended to implement Iowa Code sections 502509. and 502510..

Iowa Admin. Code r. 191-50.101