ALTERNATIVE MONTHLY REPORTING – Similar to U.S. 13G filings, provides simplified disclosure obligations for eligible institutional investors (financial institutions, mutual funds, pension funds and investment funds). – “Early warning” requirements for trading moratorium and obligation to issue immediate press release do not apply. – Shareholder must file report within 10 days of the end of the month in which the 10% threshold is crossed and thereafter file updated reports when ownership increases or decreases above or below specified levels (i.e., 12.5%, 15%, 18.5%, etc.) or when the filer’s ownership falls below 10%. – Shareholder disqualified if it intends to make a formal takeover bid for the company or to propose a transaction that would give it effective control over the company or solicits proxies in a contested director election or in support of unsolicited merger. INSIDER REPORTING – Acquisition of more than 10% of voting securities of a public company, including securities issuable on the exercise of conversion or purchase rights or obligations, within 60 days, requires purchaser to file an initial insider report within 10 days. – Insider report must disclose: > ownership of voting securities; > any agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the purchaser’s economic interest in a security of the company or economic exposure to the company (a related financial instrument); and > material terms of any agreement, arrangement or understanding that, directly or indirectly, alters the purchaser’s economic exposure to the company and involves a security of the company or a related financial instrument. – Insider must report within five days any change in ownership of securities of the company or a related financial instrument, or any material amendment or termination of an agreement, arrangement or understanding required to be disclosed. – Directors, CEO, CFO and COO and certain other insiders of a corporate insider also become reporting insiders of the company and must file insider reports. > Exemption available for directors and officers of a corporate insider who do not, in the ordinary course, receive or have access to information about material facts and material changes of the company and are not otherwise insiders. – Directors, CEO, CFO and COO must include in the initial insider report transactions that occurred during the prior six-month period in which they held such positions.
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Canadian Mergers & Acquisitions
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