Text of NYSE Rule 202.06 Amendment
Added text underlined;
Deleted text in [brackets].
NYSE Listed Company Manual
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202.06 Procedure for Public Release of Information
(A) Immediate Release Policy
[The normal method of publication of important corporate data is by means of a press release. This may be either by telephone or in written form. Any release of information that could reasonably be expected to have an impact on the market for a company's securities should be given to the wire services and the press "For Immediate Release."] Information required to be released quickly to the public under Section 202.05 above should be disclosed by means of any Regulation FD compliant method (or combination of methods). While foreign private issuers are not required to comply with Regulation FD, foreign private issuers must comply with the timely alert policy set forth in Section 202.05 and may do so by any method (or combination of methods) that would constitute compliance with Regulation FD for a domestic U.S. issuer. While not requiring them to do so, the Exchange encourages listed companies to comply with the immediate release policy by issuing press releases.
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(B) Telephone Alert to the Exchange
When the announcement of news of a material event or a statement dealing with a rumor which calls for immediate release is made shortly before the opening or during market hours (presently 9:30 A.M. to 5:00 P.M., New York time)*, [it is recommended that] the company['s] must notify its Exchange representative [be notified] by telephone at least ten minutes prior to release of the announcement [to the news media], to inform the Exchange of the substance of the announcement and the method by which the company intends to comply with the immediate release policy and providing the Exchange with the information necessary to locate the news upon publication. When the announcement is in written form, the company must also provide the text of such announcement to the Exchange by email at least ten minutes prior to release of the announcement. If the Exchange receives such notification in time, it will be in a position to consider whether, in the opinion of the Exchange, trading in the security should be temporarily halted. (See Rule 123D(1) for the Exchange's policies with respect to delayed openings and trading halts.) A delay in trading after the appearance of the news on the Dow Jones, Reuters or Bloomberg news wires provides a period of calm for public evaluation of the announcement. The halt also allows customers to revise the terms of limit orders on the specialist's book in view of the news announcement. Even if limit orders are not canceled or changed during the halt, the fact that trading is halted results in the reopening being considered a new opening, thereby enabling limit orders to participate at the new opening price regardless of the previously entered limit. A longer delay in trading may be necessary if there is an unusual influx of orders. The Exchange attempts to keep such interruptions in the continuous auction market to a minimum. However, where events transpire during market hours, the overall importance of fairness to all those participating in the market demands that these procedures be followed.
* [Effective June 13, 1991 t]The [New York Stock] Exchange's off-hours trading sessions [became operational. The facility] offer[s] the opportunity to trade at NYSE closing prices after the NYSE's 4:00 P.M. close until 5:00 P.M.
(C) Release to Newspapers and News Wire Services
News which ought to be the subject of immediate publicity must be released by the fastest available means. The fastest available means may vary in individual cases and according to the time of day. Ordinarily, this requires a release to the public press by telephone, facsimile, or hand delivery, or some combination of such methods. Transmittal of such a release to the press solely by mail is not considered satisfactory. Similarly, release of such news exclusively to local press would not be sufficient for adequate and prompt disclosure to the investing public.
To insure adequate coverage, where a listed company is satisfying the Exchange's immediate release policy by issuing a press release, that press release[s requiring immediate publicity] should be given to Dow Jones & Company, Inc., Reuters Economic Services and Bloomberg Business News.
Companies are also encouraged to promptly distribute their press releases to Associated Press and United Press International as well as to newspapers in New York City and in cities where the company is headquartered or has plants or other major facilities.
A copy of any press release or other public disclosure made using any Regulation FD compliant method (or combination of methods) which may significantly [impact on] affect trading should also be sent promptly to the attention of the company's Exchange representative, by [facsimile] email.
The New York City addresses and telephone numbers of these national news wire services are:
Associated Press, 50 Rockefeller Plaza, (212) 621-1500 24 hours
Fax — (212) 621-1587
Bloomberg Business News, 499 Park Avenue, (212) 318-2300
Princeton Office: (609) 750-4520
Fax — (609) 897-8394
Dow Jones & Company, Inc., 2 Harborside Financial Center, 600 Plaza, Jersey City, NJ
07311, (201) 938-5400
Fax — (201) 938-5600
Reuters America, 3 Times Square, 19th Floor, (646) 223-6000
Fax — (646) 223-6001
United Press International (202) 898-8057 24 hours
Every news release should include the name and telephone number of a company official who will be available if a newspaper or news wire service desires to confirm or clarify the release.
© 2009 Gibson, Dunn & Crutcher LLP
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