Current through Register Vol. 54, No. 45, November 9, 2024
Section 21.38 - Transactions involving sale of subscription rights(a)Definitions. The following words and terms, when used in this section, have the following meanings, unless the context clearly indicates otherwise: Beneficiary security-A security registered pursuant to section 12 of the Securities Exchange Act (15 U.S.C.A. § 77l), to the holders of which a subscription right is granted.
Subscription right-Any warrant or certificate evidencing a right to subscribe to or otherwise acquire an equity security.
Subscription security-A security which is the subject of a subscription right.
(b)Exemptions from section 302.1(2) of the act (40 P. S. § 422.1(2)). Any sale of a subscription right to acquire any subject security of the same insurer shall be exempt from the provisions of section 302.1(2) of the act, to the extent prescribed in this section, if any of the following occur: (1) The subscription right is acquired, directly or indirectly, from the insurer without the payment of consideration.(2) The subscription right by its term expires within 45 days after the issuance thereof.(3) The subscription right by its terms is issued on a pro rata basis to all holders of the beneficiary security of the insurer.(4) A registration statement under the Securities Act of 1933 (15 U.S.C.A. § 77a et seq.) is in effect as to each subject security, or the applicable terms of any exemption from such registration have been met in respect to each subject security.(c)Exception. Notwithstanding anything contained in this section to the contrary, if a person purchases subscription rights for cash or other consideration, a sale by such person of subscription rights otherwise exempted by this section will not be so exempted to the extent of such purchases within a 6-month period preceding or following the sale.