Rule 135e - Offshore Press Conferences, Meetings with Issuer Representatives Conducted Offshore, and Press-Related Materials Released Offshore

1. For the purposes only of Section 5 of the Act [15 U.S.C. 77e], an issuer that is a foreign private issuer (as defined in Rule 405) or a foreign government issuer, a selling security holder of the securities of such issuers, or their representatives will not be deemed to offer any security for sale by virtue of providing any journalist with access to its press conferences held outside of the United States, to meetings with issuer or selling security holder representatives conducted outside of the United States, or to written press-related materials released outside the United States, at or in which a present or proposed offering of securities is discussed, if:

   1. The present or proposed offering is not being, or to be, conducted solely in the United States;
      Note to Paragraph (a)(1): An offering will be considered not to be made solely in the United States under this paragraph (a)(1) only if there is an intent to make a bona fide offering offshore.

   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.

2. Any written press-related materials specified in paragraph (a)(3) of this section must:

   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.

3. For the purposes of this section, "United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia