Series 79: Offshore Transaction Required

Offshore Transaction Required

To qualify for the Regulation S exemption, an offer or sale of securities must be made in an “offshore transaction.” Rule 902(h) defines an offshore transaction to be one where the offer is not made to a person in the United States, and where any of the following is true:

• • At the time the buy order is originated, the buyer is outside the United States (or the seller and any agent of the seller reasonably believe the buyer to be outside the United States)

or

• • In an issuer sale, the transaction is executed via an established foreign securities exchange located outside the United States

or

• • In a resale, the sale is executed in a “designated offshore secu