17 CFR 230.139 : Publications or distributions of research reports by brokers or dealers distributing securities.

(a)Registered offerings. Under the of paragraph (a)(1) or (a)(2) of this section, a broker's or dealer's publication or of a about an or any of its securities 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 that 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)Issuer-specific research reports.

(i) The either:

(A)(1) At the later of the time of filing its most recent Form S-3 ( § 239.13 of this chapter) or Form F-3 ( § 239.33 of this chapter) or the time of its most recent amendment to such registration statement for purposes of complying with section 10(a)(3) of the or, if no Form S-3 or Form F-3 has been filed, at the date of reliance on this section, meets the requirements of such Form S-3 or Form F-3 and:

(i) At such date, meets the minimum float provisions of General Instruction I.B.1 of such Forms; or

(ii) At the date of reliance on this section, is, or if a registration statement has not been filed, will be, offering non-convertible securities, other than , and meets the requirements for the General Instruction I.B.2. of Form S-3 or Form F-3 (referenced in 17 CFR 239.13 and 17 CFR 239.33 of this chapter); or

(iii) At the date of reliance on this section is a as defined in Rule 405 (§ 230.405), other than a that is a by virtue of paragraph (1)(ii) of the definition of in Rule 405; and

(2) As of the date of reliance on this section, has filed all periodic reports required during the preceding 12 months 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

(B) Is a that as of the date of reliance on this section:

(1) 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;

(2) Either:

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

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

(3) Either:

(i) 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

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

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

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

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

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

(iii) The broker or dealer publishes or distributes in the regular course of its business and such publication or does not represent the initiation of publication of about such or its securities or reinitiation of such publication following discontinuation of publication of such .

(2)Industry reports.

(i) The is required to file reports pursuant to section 13 or section 15(d) of the Securities of 1934 or satisfies the in paragraph (a)(1)(i)(B) of this section;

(ii) The condition in paragraph (a)(1)(ii) of this section is satisfied;

(iii) The includes similar information with respect to a substantial number of in the 's industry or sub-industry, or contains a comprehensive list of securities currently recommended by the broker or dealer;

(iv) The analysis regarding the or its securities is given no materially greater space or prominence in the publication than that given to other securities or issuers; and

(v) The broker or dealer publishes or distributes in the regular course of its business and, at the time of the publication or of the , is including similar information about the or its securities in similar reports.

(b)Rule 144A offerings. If the in paragraph (a)(1) or (a)(2) 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)(1) or (a)(2) 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, research report 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.