This article is from the Investing Articles: Public Offerings: IPO and DPO series.
Regulation S. Continued
(5) Notwithstanding paragraph (b)(1) of this section, bona fide visits to real estate, plants or other facilities located in the United States and tours thereof conducted for a prospective investor by an issuer, a distributor, any of their respective affiliates or a person acting on behalf of any of the foregoing shall not be deemed "directed selling efforts."
(6) Notwithstanding paragraph (b)(1) of this section, distribution in the United States of a foreign broker-dealer's quotations by a third-party system that distributes such quotations primarily in foreign countries will not be deeemed "directed selling efforts" if:
(i) securities transactions cannot be executed between foreign broker-dealers and persons in the United States through the system; and
(ii) the issuer, distributors, their respective affiliates, persons acting on behalf of any of the foregoing, foreign broker-dealers and other participants in the system do not initiate contacts with U.S. persons or persons within the United States, beyond those contacts exempted under Rule 15a-6 under the Exchange Act (17 CFR 240.15a-6).
(7) Notwithstanding paragraph (b)(1) of this section, publication by an issuer of a notice in accordance with º230.135 or º230.135c shall not be deemed "directed selling efforts." [Added in Release No. 33-7053 (¦85,331), effective April 26, 1994, 59 F.R. 21644.]
(c) Distributor. "Distributor" means any underwriter, dealer, or other person who participates, pursuant to a contractual arrangement, in the distribution of the securities offered or sold in reliance on this Regulation S.
(d) Domestic Issuer. "Domestic issuer" means any issuer other than a foreign issuer.
(e) Foreign Government. "Foreign government" means the government of any foreign country or of any political subdivision of a foreign country, provided that such person would qualify to register securities under the Act on Schedule B.
(f) Foreign Issuer.
(1) "Foreign issuer" means any issuer that is:
(i) a foreign government;
(ii) a national of any foreign country; or
(iii) a corporation or other organization incorporated or organized under the laws of any foreign country.
(2) Notwithstanding paragraph (f)(1) of this section, an issuer other than a foreign government shall not be deemed a "foreign issuer" if:
(i) more than 50 percent of the outstanding voting securities of such issuer is held of record by persons for whom a U.S. address appears on the records of the issuer, its transfer agent, voting trustee, depositary, or person performing similar functions; and
(ii) any of the following factors are present:
(
A) the majority of the executive officers or directors of the issuer are U.S. citizens or residents;
(B) more than 50 percent of the assets of the issuer are located in the United States; or
(C) the business of the issuer is administered principally in the United States.
(g) Held of Record. "Held of record" has the meaning assigned to that term in Rule 12g5-1 under the Exchange Act (17 CFR 240.12g5-1).
 
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