§ 207.130. Notice to purchasers under section 207(m).
(a) This section applies to offerings of securities which are registered under section 206 of the act (70 P.S. § 1-206) and to securities transactions which are exempt from registration under section 203(d) and (p) of the act (70 P.S. § 1-203(d) and (p)) and, if required under rule of the Department, section 203(r) of the act.
(b) The notice to purchasers required under section 207(m)(1) of the act (70 P.S. § 1-207(m)(1)) is in compliance with the act if the notice meets all of the following requirements:
(1) The notice is in writing.
(2) The cover page of the prospectus used in connection with the offer and sale of the securities references the notice.
(3) An explanation of the right of withdrawal contained in section 207(m)(1) of the act, including the procedure to be followed in exercising the right, is in the text of the prospectus.
(4) A subscription agreement used references the right of withdrawal.
(5) The reference to the right of withdrawal described in paragraph (3) is conspicuous, by setting it apart from other text and by underlining or capitalization.
(c) The notice to purchasers required under section 207(m)(2) of the act is in compliance with the act if the notice meets all of the following requirements:
(1) The notice is in writing.
(2) An explanation of the right of withdrawal contained in section 207(m)(2) of the act, including the procedure to be followed in exercising the right, is given.
(3) The explanation of the right of withdrawal is conspicuous, by setting it apart from other text and by underlining or capitalization.
(d) A purchaser’s notice of withdrawal from the purchase will be considered timely given within the 2-business day period set forth in section 207(m) of the act if, during the 2-business day period:
(1) The purchaser drafts a written notice of withdrawal from the purchase.
(2) One of the following applies to the written notice, the notice is:
(i) Actually received by the issuer or its affiliate.
(ii) Sent electronically, including by e-mail or facsimile.
(iii) Deposited in the United States Postal Service, sent registered or certified mail, and all applicable fees are paid by the sender.
(iv) Delivered to a messenger or courier service for delivery with applicable fees paid by the sender.
(e) The following language illustrates a right of withdrawal notice which complies with section 207(m)(1) of the act.
“If you have accepted an offer to purchase these securities made pursuant to a prospectus which contains a written notice explaining your right to withdraw your acceptance under section 207(m) of the Pennsylvania Securities Act of 1972, you may elect, within two business days after the first time you have received this notice and a prospectus (which is not materially different from the final prospectus) to withdraw from your purchase agreement and receive a full refund of all moneys paid by you. Your withdrawal will be without any further liability to any person. To accomplish this withdrawal, you need only send a written notice (including a notice by facsimile or electronic mail) to the issuer (or underwriter if one is listed on the front page of the prospectus) indicating your intention to withdraw.”
(f) The following language illustrates a right of withdrawal which complies with section 207(m)(2) of the act:
“If you have accepted an offer to purchase these securities and have received a written notice explaining your right to withdraw your acceptance under section 207(m)(2) of the Pennsylvania Securities Act of 1972, you may elect, within two business days from the date of receipt by the issuer of your binding contract of purchase or, in the case of a transaction in which there is no binding contract of purchase, within two business days after you make the initial payment for the securities being offered, to withdraw your acceptance and receive a full refund of all moneys paid by you. Your withdrawal of acceptance will be without any further liability to any person. To accomplish this withdrawal, you need only send a written notice (including a notice by facsimile or electronic mail) to the issuer (or placement agent if one is listed on the front page of the offering memorandum) indicating your intention to withdraw.”
Authority The provisions of this § 207.130 amended under sections 202(g) and (i), 203(d), (i.1), (j) and (n)—(t), 204(a), 205(b), 207(g), (j.1) and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and 609(a) of the Pennsylvania Securities Act of 1972 (70 P.S. § § 1-202(g) and (i), 1-203(d), (i.1), (j) and (n)—(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and (b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); section 202.C of the Department of Banking and Securities Code (71 P.S. § 733-202.C); and section 9(b) of the Takeover Disclosure Law (70 P.S. § 79(b)).
Source The provisions of this § 207.130 adopted March 29, 1974, effective March 30, 1974, 4 Pa.B. 584; amended December 30, 1999, effective January 1, 2000, 30 Pa.B. 18; corrected April 9, 2004, effective March 4, 2000, 34 Pa.B. 1940; transferred and renumbered from 64 Pa. Code § 207.130, December 14, 2012, effective December 15, 2012, 42 Pa.B. 7533; amended January 12, 2018, effective January 13, 2018, 48 Pa.B. 389. Immediately preceding text appears at serial pages (364716) to (364718).
Cross References This section cited in 10 Pa. Code § 203.161 (relating to debt securities of nonprofit organizations).
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