North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1500 - MISCELLANEOUS PROVISIONS › Section 06A .1501 - RESCISSION OFFERS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) All rescission
				  offers under
				  G.S.
				  78A-56(g) shall be typed or
				  printed and shall be captioned in bold print or type "Rescission Offer." Offers
				  must set forth in bold type the name of the security with respect to which the
				  offer is made and the date of the transaction involved. Offers must be signed
				  by the offeror or its authorized officer.
(b) Every rescission offer to a purchaser
				  under G.S.
				  78A-56(g)(1) shall set forth
				  with particularity the facts out of which liability under
				  G.S.
				  78A-56 may have arisen and, in the event of a
				  violation of
				  G.S.
				  78A-56(a)(2), the correct,
				  true, or omitted facts. It shall advise the purchaser of his potential rights
				  under G.S. 78A-56 if a violation of
				  that section were found and state the effect on those rights of the purchaser's
				  failure to accept the offer within 30 days from its receipt. The offer shall
				  include a form for the purchaser's written acceptance of the offer addressed to
				  the offeror or the depository to which it is to be sent. The offer must expire
				  by its own terms at midnight of the 30th day
				  following its receipt by the purchaser and must provide, by its terms, that
				  acceptance is effective if the purchaser either delivers his written acceptance
				  to the address specified in the offer or mails that acceptance, postage
				  prepaid, with a postmark not later than midnight of the thirtieth day following
				  his receipt of the offer. The offer shall not require that the purchaser return
				  the security with his acceptance; the offer may, however, require that the
				  purchaser deliver any security he still holds and/or a verified statement of
				  the transactions in which he disposed of any security to the offeror or to a
				  depository specified in the offer within a period of not less than 45 days from
				  the receipt of the offer in order to receive payment thereunder. The offer may
				  provide that any offeree who delivers a timely written acceptance but fails to
				  deliver any security held by him and/or the statement of the transactions in
				  which he disposed of any security within the time specified in the offer shall
				  be deemed to have failed to accept such an offer in writing within a specified
				  period as required by
				  G.S.
				  78A-56(g)(1).
(c) Every rescission offer to a seller
				  pursuant to
				  G.S.
				  78A-56(g)(2) shall set forth
				  with particularity the facts out of which liability under
				  G.S.
				  78A-56 may have arisen and, in the event of a
				  violation of
				  G.S.
				  78A-56(a)(2), the correct,
				  true, or omitted facts. It shall advise the seller of his rights under
				  G.S.
				  78A-56 if a violation of that section is
				  found and state the effect on those rights of the seller's failure to accept
				  the offer within 30 days from the receipt. The offer shall include a form for
				  the seller's written acceptance of the offer addressed to the offeror or the
				  depository to which it is to be sent. The offer must expire by its own terms at
				  midnight of the 30th day following its receipt by
				  the seller and must provide, by its terms, that acceptance is effective if the
				  seller either delivers his written acceptance to the address specified in the
				  offer or mails that acceptance, postage prepaid, with a postmark not later than
				  midnight of the thirtieth day following his receipt of the offer. The offeror
				  is not required to return the security with the offer:
(1) If the offeror has not disposed of the
				  security, the offer may require that the seller deliver the sum necessary to
				  rescind to the offeror or to a depository specified in the offer within a
				  period of not less than 45 days from the receipt of the offer in order to
				  receive the security. The offer may provide that any offeree who delivers a
				  timely written acceptance but fails to deliver the sum necessary to rescind the
				  transaction within the time specified in the offer shall be deemed to have
				  failed to accept such an offer in writing within a specified period as required
				  by G.S.
				  78A-56(g)(2).
(2) If the offeror has disposed of the
				  security, the offer shall specify the period of time by which the offeror shall
				  submit any damages as required by
				  G.S.
				  78A-56(g)(2) to the seller,
				  if the seller accepts and delivers a timely written acceptance.