Code of Federal Regulations Title 17. Commodity and Securities Exchanges § 17.230.135e Offshore press conferences, meetings with issuer representatives conducted offshore, and press-related materials released offshore

(1) The present or proposed offering is not being, or to be, conducted solely in the United States;

(2) Access is provided to both U.S. and foreign journalists;  and

(3) Any written press-related materials pertaining to transactions in which any of the securities will be or are being offered in the United States satisfy the requirements of paragraph (b) of this section.

(1) State that the written press-related materials are not an offer of securities for sale in the United States, that securities may not be offered or sold in the United States absent registration or an exemption from registration, that any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements;

(2) If the issuer or selling security holder intends to register any part of the present or proposed offering in the United States, include a statement regarding this intention;  and

(3) Not include any purchase order, or coupon that could be returned indicating interest in the offering, as part of, or attached to, the written press-related materials.