Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-138 - Foreign Security Exemption

Current through Register Vol. 30, No. 28, July 12, 2024
A.
				The following transactions are added to the class of transactions exempt under
				A.R.S. §
									44-1844.
				Pursuant to A.R.S. §
									44-1848,
				no dealer or salesman as defined in A.R.S. §
									44-1801
				shall engage in the following transactions unless such dealer or salesman is
				registered under A.R.S. Title 44, Chapter 12, Article 9 or unless such
				transactions are exempt pursuant to A.R.S. §
									44-1844(A)(4)
				 and dealer registration is not required by
				R14-4-104:
1. A non-issuer transaction in an outstanding
				security (including an American Depository Receipt representing such a
				security), of an issuer domiciled in a foreign country with which the United
				States is at the time of the transaction maintaining diplomatic relations
				(including the sale by a dealer, including an underwriter no longer acting as
				an underwriter in respect to the securities involved, but not including
				securities constituting an unsold allotment to or subscription by the dealer as
				a participant in the distribution of the securities by the issuer or by or
				through an underwriter), if the class of security has been outstanding in the
				hands of the public for not less than 90 days preceding the date of the
				transaction and if, at the time of the transaction, the conditions of
				subsections (a) and (b) hereof are met:
a.
				The exemption of subsection (A)(1) is not available unless one of the following
				requirements is met:
i. The most recent
				edition of Moody's International Manual or Standard & Poor's Corporation
				Records, or the periodic supplements to such publications (hereinafter referred
				to as the "Manual"), 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 of the date of the
				transaction and audited profit and loss statements for each of the issuer's two
				fiscal years immediately preceding the date of such balance sheet (such
				statements to be prepared in accordance with U.S. or Foreign GAAP);
				or
ii. The issuer of the security
				has a class of securities subject to the reporting requirements of Section 13
				of the Securities Exchange Act, 15 U.S.C.A. 78m (West 1981 & Supp. 1992)
				("Section 13") or Section 15(d) of the Securities Exchange Act, 15 U.S.C.A.
				78o(d) (West 1981) ("Section 15(d)") and is not delinquent in such reporting.
				Section 13 and Section 15(d) are incorporated herein by reference and on file
				with the Secretary of State; or
iii. The security is exempted from the
				provisions of Section 12(g) of the Securities Exchange Act of 1934, 15 U.S.C.A.
				78l(g) (West 1981) by Section 12(g)(3) of that Act, 15 U.S.C.A. 78l(g)(3) (West
				1981) and the issuer is in compliance with all of the conditions of Section
				12g3-2(b)(1), 17 CFR 240.12g3 - 2(b)(1) (1992) which sections and rule are
				incorporated herein by reference and on file with the Secretary of
				State.