RegAlert2004-04-28
Added · Updated
SEC no-action letter re europrospectus.com limited and Regulation S
The Division of Corporation Finance will not recommend enforcement action if europrospectus.com limited makes final prospectuses for international offerings available to subscribers through its database, provided it uses an initial cautionary screen, restricts subscribers from distributing materials outside their organizations, and refrains from actions inconsistent with Regulation S. This determination relies on the opinion that making the database available to U.S. subscribers does not constitute directed selling efforts in the United States. The Division expresses no view on whether europrospectus.com limited is a distributor, an affiliate, or whether its actions constitute conditioning the market or advertising in a publication with general circulation in the United States.
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Regulation S - Rule 902(c)
April 28, 2004
Response Of The Office Of International Corporate Finance Division of Corporation Finance
Re: europrospectus.com limited
Based on the facts presented, and noting that (1) Europrospectus will use the initial cautionary screen described in your letter, (2) Europrospectus will execute agreements with all Europrospectus subscribers restricting these users from distributing any prospectus obtained from the Europrospectus database to parties outside their own respective organizations, and (3) Europrospectus will refrain from any other actions that could be deemed inconsistent with Regulation S, the Division will not recommend enforcement action to the Commission if a final prospectus for an international offering is made available to Europrospectus's subscribers through the Europrospectus database. In reaching this determination, the Division is relying on your opinion as counsel that the availability of the Europrospectus database to subscribers in the United States does not constitute "directed selling efforts" in the United States within the meaning of Regulation S. We also note that depositing entities are obliged contractually not to offer to sell to, nor solicit offers from, persons in the United States for any issuances conducted outside the United States otherwise than pursuant to an appropriate exemption from registration.
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