17 CFR 230.138 : Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing.

(a)Registered offerings. Under the following , a broker's or dealer's publication or of about securities of an shall be deemed for purposes of sections 2(a)(10) and 5(c) of the not to constitute an offer for sale or offer to sell a which is the subject of an offering pursuant to a registration statement that the proposes to file, or has filed, or that is effective, even if the broker or dealer is participating or will participate in the registered offering of the 's securities:

(1)

(i) The relates solely to the 's common stock, or or preferred stock convertible into its common stock, and the offering involves solely the 's non-convertible or non-convertible, non-participating preferred stock; or

(ii) The relates solely to the 's non-convertible or non-convertible, non-participating preferred stock, and the offering involves solely the 's common stock, or or preferred stock convertible into its common stock.

(2) The as of the date of reliance on this section:

(i) Is required to file reports, and has filed all periodic reports required during the preceding 12 months (or such shorter time that the was required to file such reports) on Forms 10-K ( § 249.310 of this chapter), 10-Q (§ 249.308a of this chapter), and 20-F (§ 249.220f of this chapter) pursuant to Section 13 or Section 15(d) of the Securities of 1934 ( 15 U.S.C. 78m or 78o(d)); or

(ii) Is a that:

(A) Meets all of the requirements of Form F-3 other than the reporting history provisions of General Instructions I.A.1. and I.A.2(a) of Form F-3;

(B) Either:

(1) Satisfies the public float threshold in General Instruction I.B.1. of Form F-3; or

(2) Is issuing non-convertible securities, other than , and the meets the provisions of General Instruction I.B.2. of Form F-3 (referenced in 17 CFR 239.33 of this chapter); and

(C) Either:

(1) Has its equity securities trading on a as defined in Rule 902(b) (§ 230.902(b)) and has had them so traded for at least 12 months; or

(2) Has a worldwide market value of its outstanding held by non-affiliates of $700 million or more.

(3) The broker or dealer publishes or distributes on the types of securities in question in the regular course of its business; and

(4) The is not, and during the past three years neither the nor any of its was:

(i) A blank check company as defined in Rule 419(a)(2) ( § 230.419(a)(2));

(ii) A , other than a , each as defined in Rule 405 ( § 230.405); or

(iii) An for an offering of penny stock as defined in Rule 3a51-1 of the Securities of 1934 ( § 240.3a51-1 of this chapter).

(b)Rule 144A offerings. If the in paragraph (a) of this section are satisfied, a broker's or dealer's publication or of a shall not be considered an offer for sale or an offer to sell a or general or general advertising, in connection with an offering relying on Rule 144A (§ 230.144A).

(c)Regulation S offerings. If the in paragraph (a) of this section are satisfied, a broker's or dealer's publication or of a shall not:

(1) Constitute as defined in Rule 902(c) ( § 230.902(c)) for offerings under Regulation S ( § 230.901 through § 230.905); or

(2) Be inconsistent with the requirement in Rule 902(h) ( § 230.902(h)) for offerings under Regulation S.

(d)Definition of research report. For purposes of this section, means a , as defined in Rule 405, that includes information, opinions, or recommendations with respect to securities of an or an analysis of a or an , whether or not it provides information reasonably sufficient upon which to base an investment decision.