On February 25, 2016, the Canadian Securities Administrators (“CSA”) announced amendments to the early warning reporting regime (the “Amendments”), which take effect where a party’s total holdings of a reporting issuer’s securities reaches 10 per cent or more.
Once a shareholder reaches the 10 per cent threshold, it must, no later than the opening of trading on the business day following the acquisition of securities bringing it to 10% or more, issue and file a news release containing the information required by section 3.1 of National Instrument 62-103, and within 2 days of the acquisition, file a report on SEDAR with the same information.
The Amendments announced on February 25, 2016 will:
- require disclosure of decreases in ownership, control or direction of 2 per cent or more for security-holders subject to reporting;
- for the first time, require disclosure when a security-holder’s ownership, control or direction falls below the early warning reporting threshold of 10 per cent;
- exempt lenders and borrowers, in certain circumstances, from including the securities lent or borrowed for the purposes of determining the early warning reporting threshold trigger;
- make the alternative monthly reporting system unavailable to eligible institutional investors who solicit proxies from security holders in certain circumstances; and
- increase the disclosure required in the early warning report.
The Amendments can be accessed here.
The Amendments will come into force on May 9, 2016 (Ontario may be delayed).
If you have questions about early warning reports, contact any member of Clark Wilson’s Corporate Finance & Securities Group.