well a MM is going to have to really check out the company to issue a 15C211. Most of the time even if you can get a MM to file it is not easy getting it passed.
Rule 15C211
Under SEC Rule 15C211, a U.S. securities broker or dealer may not publish a quotation for any security unless certain information concerning the issuer is available and the broker or dealer has a reasonable basis for believing that the information is accurate. The information requirement is satisfies, in simple terms, if:
A) a Securities Act registration statement (F-6, F-1) has been filed within the last 90 days, whereas a Form F-6 is a SEC filing requirement for any non-U.S. company issuing Depositary Receipts thus a registration statement for Depositary Receipts as required by the Securities Act of 1933. Whereas, Form F1 is a SEC registration statement under the 1933 Securities Act for any non U.S. company making its first offering of securities in the United States. Form F-1 requires a description of particulars, such as: the use to which the proceeds of the offering will be applied: the names of the principal underwriters and the amount of securities underwritten by each: the underwriters' fees and the terms of the securities being registered. Other items required with the registration statement include information found in an annual report or Form 20-F, such as a description of the registrant's financial conditions and results of operations, narratives regarding directors and officers, and financial information either prepared according to, or reconciled to U.S. GAAP. WHereas Form 20-F is a SEC filling requirement for any non U.S. company listed on U.S. Exchange (NYSE, AMEX, NASDAQ). In broad terms, Form 20-F is a 1934 Exchange Act disclosure filling which requires a detailed description of the registrant's business, including its development during the past five years. The filling must contain financial information either prepared according to, or reconciled to U.S. GAAP, and details regarding sales and revenues which are based upon categories of activity and geographical markets, as well as a management discussion and analysis of the registrant's financial conditions and results of operations.
Details regarding management and itemized historical financial information must also be included. Issuers registering securities under the 1934 Exchange Act or the 1933 Securities Act are subject to the continuing reporting requirements mandated by the 1934 Act, which includes specifically for non-U.S. private issuers: annual reports and certain other reports which must be filed on a continual basis.
B) the issuer is complying with filing requirements and has in its records the issuer's most recent annual report,
C) the issuer is complying with Rule 12g3-2(b)An exemption from supplying information under the 1934 Exchange Act. To qualify for this exemption, the issuer (or a government or agency of its country) must furnish the SEC, on a continuing basis, copies of information, pertinent to investors, that the issuer makes public in its own country, files with a stock exchange or distributes to its security holders.
Level-I Depositary Receipts
Depositary Receipts that trade in the OTC public markets in reliance on Rule 12g3-2(b). Level I Depositary Receipts provide issuers with a simple and efficient means of building of core group of investors with minimal regulatory and reporting requirements. Level-I Depositary Receipts are traded in the U.S. OTC market and on some Exchanges outside of the United States. Establishing a Level-I program is generally view as the first step into the U.S. public equity market. The Depositary shares are registered on Form F-6.
D) the broker or dealer has on record information relating to the issuer, its securities, its business, products and facilities. Management information, financial statements of the issuer and certain other data must also be on record.
Form 15C211, also known as Form 211, refers to the specific filing form a broker/dealer must provide containing the information necessary to publish a quotation on the company.
Will see
Gary |
