N.M. Code R. § 12.11.12.18

Current through Register Vol. 35, No. 11, June 11, 2024

Section 12.11.12.18 - SECTION 58-13C-203 WORLD-CLASS SECURITIES EXEMPTION

A. In addition to the transactions exempt from registration pursuant to Section 58-13C-202 W, pursuant to the authority delegated to the director by Section 58-13C-202 W and Section 58-13C-203 of the New Mexico Uniform Securities Act, transactions meeting the following criteria are exempted from Sections 58-13C-301 and 58-13C-504:

(1) any transaction by a licensed or registered broker-dealer in a security (or an American depositary receipt representing such a security) of an issuer domiciled in a foreign country with which the United States currently maintains diplomatic relations, of a class that has been outstanding in the hands of the public for not less than 180 days, if at the time of the transaction, either Moody's investor service, Moody's international manual or Standard & Poor's corporation records, or any other securities manual designated by rule or order of the director, 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 18 months and audited profit and loss statements for each of the issuer's two fiscal years immediately preceding that date and all of the following criteria are met:

(a) the security is traded on or through the facilities of one of the following foreign securities exchanges or foreign securities markets, which are hereby designated by the director pursuant to Section 58-13C-202 W: Helsinki, Mexico, Oslo, Alberta, Istanbul, Eurobond Market, Amsterdam, Australia, Brussels, Frankfurt, Hong Kong, London Stock Exchange, Johannesburg, Luxembourg, Milan, Montreal, Paris, Stockholm, Tokyo, Zurich, or such other foreign securities exchange or foreign securities market designated by the director by rule or order;

(b) the issuer of the security, including any predecessor(s), has been in continuous operation for at least five years and is a going concern actually engaged in business and neither in the organizational stage nor in bankruptcy or receivership;

(c) the issuer has net tangible assets as reflected in the manual of at least $100,000,000; and

(d) the issuer had an average annual income after taxes, as reflected in the manual, of at least $10,000,000 cumulative for the most recent two years of operation with a minimum annual income after taxes of $2,000,000 for either of the two years;

(2) the exemption provided in Paragraph (1) of Subsection A of this section shall not be available for any security unless:

(a) the security is sold at a price reasonably related to the current market price of such security at the time of the transaction; and

(b) 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 such security.

B. The director may by rule or order deny, suspend or revoke this exemption with respect to any specific transaction, security or broker-dealer upon a finding that such action is necessary for the protection of the public.

C. The director may by rule or order exempt any security of an issuer domiciled in a foreign country upon a finding that such an exemption is in the public interest.

N.M. Code R. § 12.11.12.18

12.11.12.18 NMAC - Rp, 12.11.11.19 NMAC, 1-1-2010