Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 800 -- Definitions for Rule 800, Rule 801 and Rule 802

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1. Business combination. Business combination means a statutory amalgamation, merger, arrangement or other reorganization requiring the vote of security holders of one or more of the participating companies. It also includes a statutory short form merger that does not require a vote of security holders.
   
   
2. Equity security. Equity security means the same as in Rule 3a11-1, but for purposes of this section only does not include:
   
   
   1. Any debt security that is convertible into an equity security, with or without consideration;
      
      
   2. Any debt security that includes a warrant or right to subscribe to or purchase an equity security;
      
      
   3. Any such warrant or right; or
      
      
   4. Any put, call, straddle, or other option or privilege that gives the holder the option of buying or selling a security but does not require the holder to do so.
      
      
3. Exchange offer. Exchange offer means a tender offer in which securities are issued as consideration.
   
   
4. Foreign private issuer. Foreign private issuer means the same as in Rule 405 of Regulation C.
   
   
5. Foreign subject company. Foreign subject company means any foreign private issuer whose securities are the subject of the exchange offer or business combination.
   
   
6. Home jurisdiction. Home jurisdiction means both the jurisdiction of the foreign subject company's (or in the case of a rights offering, the foreign private issuer's) incorporation, organization or chartering and the principal foreign market where the foreign subject company's (or in the case of a rights offering, the issuer's) securities are listed or quoted.
   
   
7. Rights offering. Rights offering means offers and sales for cash of equity securities where:
   
   
   1. The issuer grants the existing security holders of a particular class of equity securities (including holders of depositary receipts evidencing those securities) the right to purchase or subscribe for additional securities of that class; and
      
      
   2. The number of additional shares an existing security holder may purchase initially is in proportion to the number of securities he or she holds of record on the record date for the rights offering. If an existing security holder holds depositary receipts, the proportion must be calculated as if the underlying securities were held directly.
      
      
8. U.S. holder. U.S. holder means any security holder resident in the United States. To determine the percentage of outstanding securities held by U.S. holders:
   
   
   1. Calculate percentage of outstanding securities held by U.S. holders as of the record date for a rights offering, or 30 days before the commencement of an exchange offer or the solicitation for a business combination.
      
      
   2. Include securities underlying American Depositary Shares convertible or exchangeable into the securities that are the subject of the tender offer when calculating the number of subject securities outstanding, as well as the number held by U.S. holders. Exclude from the calculations other types of securities that are convertible or exchangeable into the securities that are the subject of the exchange offer, business combination or rights offering, such as warrants, options and convertible securities. Exclude from those calculations securities held by persons who hold more than 10 percent of the subject securities in an exchange offer, business combination or rights offering, or that are held by the offeror in an exchange offer or business combination;
      
      
   3. Use the method of calculating record ownership in Rule 12g3-2(a) under the Exchange Act, except that your inquiry as to the amount of securities represented by accounts of customers resident in the United States may be limited to brokers, dealers, banks and other nominees located in the United States, the subject company's jurisdiction of incorporation or that of each participant in a business combination, and the jurisdiction that is the primary trading market for the subject securities, if different from the subject company's jurisdiction of incorporation;
      
      
   4. If, after reasonable inquiry, you are unable to obtain information about the amount of securities represented by accounts of customers resident in the United States, you may assume, for purposes of this provision, that the customers are residents of the jurisdiction in which the nominee has its principal place of business.
      
      
   5. Count securities as owned by U.S. holders when publicly filed reports of beneficial ownership or information that is otherwise provided to you indicates that the securities are held by U.S. residents.
      
      
9. United States. United States means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.
   
   

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