Code of Maine Rules
02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION
032 - OFFICE OF SECURITIES
Chapter 534 - LIMITED PRIVATE OFFERING EXEMPTIONS; PURCHASERS PRESENT IN THIS STATE AND SINGLE ISSUE
Section 032-534-3 - Single Issue; Integration of Offerings

Universal Citation: 02 ME Code Rules ยง 032-534-3

Current through 2024-13, March 27, 2024

1. General. All sales that are part of the same offering made in reliance on 32 M.R.S.A. §16202(14) or (15) must meet all of the terms and conditions of the exemption.

2. Integration factors. For purposes of 32 M.R.S.A. §16202(14) or (15), the determination as to whether offers and sales of securities are part of a single issue (i.e. are considered integrated) depends on the particular facts and circumstances. The following factors should be considered in determining whether offers and sales should be integrated for purposes of these exemptions:

A. Whether the sales are part of a single plan of financing;

B. Whether the sales involve issuance of the same class of securities;

C. Whether the sales have been made at or about the same time;

D. Whether the same type of consideration is being received; and

E. Whether the sales are made for the same general purpose.

3. Safe harbor. For purposes of 32 M.R.S.A. §16202(14) or (15), offers and sales that are made more than six months before the start of the offering or are made more than six months after completion of the offering will not be considered part of that particular offering, so long as during those six month periods there are no offers or sales of securities by or for the issuer that are of the same or a similar class as those offered or sold under 32 M.R.S.A. §16202(14) or (15), other than those offers or sales of securities under an employee benefit plan exempt under 32 M.R.S.A. §16202(22).

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