Current through Register Vol. 50, No. 9, March 1, 2024
RELATES TO:
KRS 292.400(9),
(12),
292.415(1),
292.420(3)
NECESSITY, FUNCTION, AND CONFORMITY:
KRS
292.500(3) authorizes the
commissioner to promulgate administrative regulations necessary to carry out
the provisions of KRS Chapter 292.
KRS
292.415(1) requires that
before a security may be issued as an exempt security under
KRS 292.400(9) or
(12), a claim of exemption shall be filed
with the commissioner in the form prescribed by the commissioner. This
administrative regulation establishes the form and content of the claim of
exemption that shall be filed in order to claim an exemption under
KRS 292.400(9) or
(12).
Section
1. The provisions of this section shall apply to a matter relating
to an exemption from registration pursuant to
KRS
292.400(9).
(1) The claim of exemption required to be
filed pursuant to
KRS
292.415(1) shall contain the
following:
(a) A declaration that the
KRS
292.400(9) exemption shall
be relied upon;
(b) A sample copy
of the security that will be issued;
(c) A copy of the articles of incorporation
and bylaws of the issuer or the equivalent governing instruments;
(d) A prospectus, offering circular, or
memorandum making full disclosure of material facts, including a discussion of
all salient risk factors;
(e) A
representation that an offeree or purchaser shall have access to information
concerning the issuer;
(f) Copies
of all advertising or other material to be distributed in connection with the
offering;
(g) A copy of the
subscription agreement or other similar agreement;
(h) A copy of a proposed agreement or
proposed form of agreement with a securities broker-dealer or
underwriter;
(i) A copy of the
preliminary or definitive Trust Indenture or trust agreement, if any;
(j)
1.
Attesting to the authority of the issuer to offer and sell the security;
and
2. Stating that after the sale
the security shall be a valid, binding obligation of the issuer in accordance
with the issuer's governing documents; and
(k) A representation that a commission or
other remuneration to be paid in connection with the offer or sale of the
security shall be paid to a person licensed pursuant to
KRS
292.330.
(2) For a one (1) time offering of securities
pursuant to
KRS
292.400(9) by a church or
other nonprofit entity, the commissioner shall apply the North American
Securities Administrators Association's Statement of Policy Regarding Church
Bonds.
(3) For a continuing
offering of securities by a church or other nonprofit entity, the commissioner
shall apply the North American Securities Administrators Association's
Statement of Policy Regarding Church Extension Fund Securities.
Section 2. In a matter relating to
an exemption from registration pursuant to
KRS
292.400(12), the claim of
exemption required to be filed pursuant to
KRS
292.415(1) shall contain the
following:
(1) The filing fee of $250 as
required by
KRS
292.420(3), payable to the
Kentucky State Treasurer;
(2) A
declaration that the
KRS
292.400(12) exemption shall
be relied upon;
(3) A sample copy
of the security that will be issued;
(4) A copy of the articles of incorporation
and bylaws of the issuer or the equivalent governing instruments;
(5) A prospectus, offering circular, or
memorandum making full disclosure of material facts, including a discussion of
all salient risk factors;
(6) A
representation that an offeree or purchaser shall have access to information
concerning the issuer;
(7) Current
financial statements of the issuer;
(8) A copy of the subscription agreement or
other similar agreement;
(9) A
statement as to how the proceeds of the issue will be used; and
(10) A representation that a commission or
other remuneration to be paid in connection with the offer or sale of the
security shall be paid to a person licensed pursuant to
KRS
292.330.
Section 3. Incorporation by Reference.
(1) The following material is incorporated by
reference.
(a) "The North American Securities
Administrators Association's Statement of Policy Regarding Church Bonds", April
2002 edition; and
(b) "The North
American Securities Administrators Association's Statement of Policy Regarding
Church Extension Fund Securities", April 2002 edition.
(2) This material may be inspected, copied,
or obtained, subject to applicable copyright law, at the Department of
Financial Institutions, 1025 Capital Center Drive, Frankfort, Kentucky 40601,
Monday through Friday, 8 a.m. to 4:30 p.m.
STATUTORY AUTHORITY:
KRS
292.415(1),
292.500(3)