I was also wondering why we were finding many articles on European newspapers/websites but nothing on US websites. I found some very interesting info on that, and Doherty is just following the rules and disclosing what he is allowed to.
Note that Woodbrook is considered a foreign private issuer because less than 50% of its outstanding voting securities are owned by U.S. residents and the majority of its business is held outside the US.
May an issuer announce a proposed registered public offering? Rule 135 permits an issuer or a selling security holder to announce a proposed registered public offering without such notice constituting an illegal offer under Section 5 of the Securities Act. The Rule 135 notice can contain the name of the issuer, the title, amount and basic terms of the securities to be offered, and a brief statement of the manner and purpose of the offering. The Rule permits additional disclosure relating to offerings to existing security holders, including for rights offerings, offerings to employees, exchange offers and Rule 145(a) offerings. A Rule 135 notice cannot identify the managing underwriters.
Is there a safe harbor for information about foreign offerings? Rule 135e permits foreign private issuers, selling security holders, their representatives (including an underwriter) and foreign government issuers to provide journalists with access to information that discusses a present or proposed offering of securities. This rule can be used if the following conditions are met: * the information must be provided at a press conference or in meetings or written materials held outside the United States; * the offering is not conducted solely in the United States (Doherty talked about acquiring a company listed on London Exchange); access is provided to both U.S. and foreign journalists; and * press-related materials: * contain the specific legends that are appropriate to an offering in the United States; * if there is an intention to register the offering in the United States, contain a statement of that intention; and * do not include a purchase order or coupon in the materials.
The Rule 135e adopting release states that one-on-one interviews held outside the United States are covered by this safe harbor. Investor calls are also covered by this safe harbor as long as the participants are all outside the United States.
Also I was wondering why he could not confirm or deny that NHPI is the public vehicle, but at the same time give tons of information about their plan for fthe future. There is rule 168 where information can be released about current and future company situation (financials, objectives, etc...) but not on the offering itself, but I don't think it applies to Woodbrook/NHPI. There's probably another rule that would explain that, I m still investigating.
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