Wednesday March 13 2013

News Source: Global Disclosures

Focus: Takeover and Acquisition

Type: General

Country: Canada




The Canadian Securities Administrators have published details of proposed amendments and changes to the early warning reporting regime in Canada in relation to Canada takeovers, including to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, National Instrument 62-103 Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Policy 62-203 Take-Over Bids and Issuer Bids.

The objective of the proposed amendments is to provide greater transparency about significant holdings of issuers’ securities by:

  • proposing an early warning reporting threshold of five per cent;
  • requiring disclosure of both increases and decreases in ownership of two per cent or more of securities;
  • proposing that a person include certain equity derivative positions in determining whether the threshold has been reached; and
  • enhancing the content of the disclosure in the early warning news releases and reports required to be filed, with more specific disclosure about an acquiror’s actual economic and voting interests in an issuer.

The Proposed Amendments include amendments to the early warning reporting requirements in MI 62-104 which applies in all provinces and territories of Canada except Ontario. In Ontario, it is anticipated that amendments to the Securities Act (Ontario) and Ontario Securities Commission Rule 62-504m Take-Over Bids and Issuer Bids will be proposed in order to allow the substance of the Proposed Amendments to apply fully in Ontario.

The consultation does not propose comprehensive reforms to the alternative monthly reporting (AMR) framework in NI 62-103 applicable to eligible institutional investors (EIIs). However, some of the Proposed Amendments will apply to an EII reporting under the AMR regime and the CSA has proposed a change to the criteria for disqualification from AMR. More comprehensive changes to the AMR regime will be considered as part of a future review.

Responses are invited up to 12th June 2013.

Click on the above link for the CSA press notice. Click here for the consultation paper.