offshore transaction

"An offer or sale of securities is made in an “offshore transaction” if:

1. the offer is not made to a person in the United States; and
2. either:
   1. at the time the buy order is originated, the buyer is outside the United States;, or the seller and any person acting on its behalf reasonably believe that the buyer is outside the United States; or
   2. for purposes of:
      1. Rule 903 under the U.S. Securities Act of 1933, as amended (the "Securities Act"), the transaction is executed in, on or through a physical trading floor of an established foreign securities exchange that is located outside the United States; or
      2. Rule 904 under the Securities Act, the transaction is executed in, on or through the facilities of a designated offshore securities market described in paragraph (b) of Rule 902 under the Securities Act, and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States.

Notwithstanding paragraph (i) above, (a) offers and sales of securities specifically targeted at identifiable groups of U.S. citizens abroad, such as members of the U.S. armed forces serving overseas, are not deemed to be made in “offshore transactions;” (b) offers and sales of securities to persons excluded from the definition of a U.S. Person or to persons holding accounts excluded from the definition of a U.S. Person, solely in their capacities as holders of such accounts, are deemed to be made in “offshore transactions;” and (c) publication or distribution of a research report in accordance with Rule 138(c) or Rule 139(b) under the Securities Act by a broker or dealer at or around the time of an offering in reliance on Regulation S of the Securities Act will not cause a transaction to fail to be an “offshore transaction”.