On December 1, 2005 the SEC's recently-adopted Securities Offering Reforms went into effect. The new rules are designed to modernize the registration, communication and offering processed under the Securities Act of 1933. The most significant benefit of the reforms will be a type of issuer called a Well-Known Seasoned Issuer (WKSI), but many of the reforms can be taken advantage of by other types of issuers as well. The reforms principally deal with SEC registered offerings, although some of the new rules do expand the ability to disseminate research reports in unregistered offerings under Rule 144A or Reg. S. The reforms apply equally to U.S. and non-U.S. issuers. While the full impact of Securities Offering Reform on non-U.S. companies will become known over time, we wanted to provide DR market participants access to a compendium of information available from government agencies, law firms, the media and experts within Citigroup.

Securities Offering Reform - Final Rule

The SEC is adopting rules that will modernize the registration, communication and offering processes under the Securities Act of 1933. The rules, which became effective on December 1, 2005, were developed to eliminate outmoded restrictions on offerings, and to enable more timely dissemination of investment information to investors. The SEC developed Securities Offering reform as part of its long-term efforts toward integrating disclosure and processes under the Securities Act and the Securities Exchange Act of 1934. For the Final Rule Release, please click above. (Click here for the Federal Register version of the same rule.)

Transition Guidance for Issuers Released by the SEC - Questions & Answers

This document covers answers to questions asked by issuers including the Timing of the new Communications Rules; the Inclusion of new Undertakings in Registration Statements; Automatic Shelf Registration Statements; and Form 10-K, Form 20-F and Form 10-Q Amendments. The answers represent the views of the staff of the SEC Division of Corporation Finance.

Issuer Questions & Answers Released by the SEC - November 30, 2005

This document includes answers to questions asked by issuers regarding "Free Writing Prospectuses"; Well-Known Seasoned Issuer ("WKSI") Definition; Ineligible Issuers; Automatic Shelf Registration Statements; Rule 172; Rule 173; and Rule 3-10 of Regulation S-X. The answers represent the views of the staff of the SEC Division of Corporation Finance.

Speech by SEC Staff Highlighting Main Areas of Securities Offering Reform

This speech was delivered on June 29, 2005, the day the proposal was adopted by the SEC at the public meeting. The three main areas highlighted are: 1) communications related to registered securities offerings, 2) timely delivery of information to investors without mandating unnecessary delays in the offering process, 3) improving the registration and other procedures in the offering and capital formation process. This transcript concisely addresses the creation of the class of issuers known as "Well-known seasoned issuers" or WKSIs, the conditions to use a "free writing prospectus", and the "Automatic shelf registration" process that allows WKSI's greater flexibility in its offering.

SEC Adopts Securities Offering Reform Proposals
Clifford Chance, July 2005

SEC Adopts Securities Offering Reform
Thacher Profitt & Wood, August 2005

Citigroup DR White Paper

Securities Offering Reform and Non-U.S. Issuers
IR magazine , March 2006

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