116. An offeror who makes a take-over bid is exempt from the requirements of this title where
(1) the bid is made through the facilities of a stock exchange recognized by the Commission for the purposes of this section and conforms to the rules of the exchange;
(2) the bid is not made to the holders in general and is intended to acquire voting securities by way of separate agreements with not more than 14 holders at a price limited to the margin of variation established by regulation and subject, in the case of securities acquired within the preceding two years for resale under this exemption, to counting as so many holders the vendors from whom the securities offered in response to the bid were acquired;
(3) the bid involves not more than 5% of the voting securities, provided that the offeror, his affiliates and his associates do not, within any twelve-month period, under the exemptions provided in subparagraphs 1 and 3, purchase more than a total of 5% of the voting securities of the offeree issuer that are outstanding at the beginning of the period.
The offeror must require the holders to declare under oath or by solemn affirmation the particulars by which he can evaluate his position in respect of subparagraph 2 of the first paragraph. The declaration must disclose every agreement to use a prête-nom in connection with the securities in question, each principal being then counted as a holder. The offeror is not required to ascertain the truthfulness of any such declaration.
In the case of securities listed on an organized exchange, the exemption provided in subparagraph 3 of the first paragraph does not apply if the securities are acquired at a price higher than their market price on that exchange on the day they are acquired.
Notwithstanding the exemption provided in subparagraph 1 of the first paragraph, in no case may purchases made on stock exchanges recognized for the purposes of that subparagraph exceed, for a period of thirty days, 5% of the voting securities, subject to a ceiling of 10% for a period of 180 days unless the offeror makes an offer to all the holders in accordance with the rules of the stock exchange. However, a recognized stock exchange may fix a different percentage and ceiling and different periods, as well as different formalities, but these rules apply only from their approval by the Commission after the holding of a public hearing.