SEC Division of Corporation Finance no-action letter: The Bahamas International Securities Exchange

Bahamas International Securities Exchange
50 Exchange Place, Bay Street
P. O. Box EE-15672, Nassau, Bahamas
Telephone: (242) 323-2330 Facsimile: (242) 323-2320 Email: info@bisxbahamas.com Website: www.bisxbahamas.com Thursday, October 20, 2011 Mr. Paul Dudek Chief Office of International Corporate Finance Securities and Exchange Commission Room 3628 100 F Street, NE Washington, DC 20549 Re: The Bahamas International Securities Exchange – Application for Designation as a “Designated Offshore Securities Market” Dear Mr. Dudek:
On behalf of The Bahamas International Securities Exchange (“BISX”), we are pleased to submit to the United States Securities and Exchange Commission (the “Commission”) an application for the designation of BISX as a “Designated Offshore Securities Market” within the meaning of Rule 902 (b) of Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). We are seeking this designation and recognition in order to assist market participants who are eligible for the safe harbour provided by Rule 904 of Regulation S in satisfying the requirements specified in that rule when reselling securities in, on or through the facilities of BISX. Resale Safe Harbour The Rule 904 safe harbour applies to offers or sales of securities effected by any person other than an issuer, a distributor (as defined in Rule 902 (d)), an affiliate of an issuer or distributor (except any officer or director who is an affiliate solely by virtue of holding such position) or any person acting on behalf of any of the foregoing persons. An offer or sale of securities that satisfies the conditions of Rule 904 is deemed to occur outside the United States (U.S.) and therefore is deemed not to be subject to the registration requirements of the Securities Act. Among the conditions of Rule 904 is the requirement that the offer or sale must be made in an “offshore transaction”. Rule 902 (h)(1) provides, in relevant part, that an offer or sale is made in an offshore transaction if the offer is not made to a person in the United States and (providing there has been no pre-arrangement in the United States) the transaction is executed in, on or through the facilities of a “designated offshore securities market”. The definition “designated offshore securities market” includes those non-U.S. securities exchanges or markets listed in Rule 902 (b)(1) and also any other non-U.S. securities exchanges or markets designated by the Commission based upon the consideration of, among other things, the attributes specified in Rule 902 (b)(2).