Current through Reg. 50, No. 187; September 24, 2024
(1) Any
transaction of purchase and sale, or sale and purchase, of a security which is
effected in connection with the distribution of a substantial block of
securities shall be exempt from the provisions of section
625.76, F.S., of the Act, to the
extent specified in this section as not comprehended within the purpose of said
section of the Act, upon the following conditions:
(a) The person effecting the transaction is
engaged in the business of distributing securities and is participating in good
faith, in the ordinary course of such business, in the distribution of such
block of securities;
(b) The
security involved in the transaction is:
1. A
part of such block of securities and is acquired by the person effecting the
transaction, with a view to the distribution thereof, from the insurer or other
person on whose behalf such securities are being distributed or from a person
who is participating in good faith in the distribution of such block of
securities; or
2. A security
purchased in good faith by or for the account of the person effecting the
transaction for the purpose of stabilizing the market price of securities of
the class being distributed or to cover an over-allotment or other short
position created in connection with such distribution; and,
(c) Other persons not within the purview of
section 625.76, F.S., of the Act, are
participating in the distribution of such block of securities on terms at least
as favorable as those on which such person is participating and to an extent at
least equal to the aggregate participation of all persons exempted from the
provisions of section
625.76, F.S., of the Act, by
this section. However, the performance of the functions of manager of a
distributing group and the receipt of a bona fide payment for performing such
functions shall not preclude an exemption which would otherwise be available
under this section.
(2)
The exemption of a transaction pursuant to this section with respect to the
participation therein of one party thereto shall not render such transaction
exempt with respect to participation of any other party therein unless such
other party also meets the conditions of this section.
Rulemaking Authority 625.82 FS. Law Implemented 625.76
FS.
New 4-23-66, Repromulgated 12-24-74, Formerly 4-19.12,
4-19.012, 4-143.012.
