By Bernard Pinsky
OTC Markets Group has published proposed amendments for qualification rules to list on the OTCQX for all companies, including Canadian and other International public companies. These rules are scheduled to become effective on January 1, 2017.
By Victor Dudas
While being a public company is not easy, issuers accept the added costs and challenges because of the added benefits, like liquidity and increased access to capital.
Reserve Bank of India (“RBI”) vide its notification dated September 29, 2015 – “External Commercial Borrowings (ECB) Policy – Issuance of Rupee denominated bonds overseas”, (“the Notification”) eased the options of raising debt from the external sectors, by permitting Indian corporates to issue rupee denominated bonds (“Rupee Bonds”) to non-resident investors. This relaxation granted by RBI helped Indian corporates mitigate the risk of currency fluctuations. As per the Notification, the Rupee Bonds are to be issued under the extant external commercial borrowing (“ECB”) policy. RBI through its circular “Issuance of Rupee denominated bonds overseas” dated April 13, 2016, made an effort to promote the Rupee Bonds by reducing the minimum maturity period for Rupee Bonds issued overseas from five years to three years.
However, confusion prevailed amongst the Indian corporates, concerning compliance with the provisions in respect of private placement prescribed under the Companies Act, 2013 (“Companies Act”) and Companies (Share Capital and Debenture) Rules, 2014 (“Debenture Rules”) at the time of issue of such Rupee Bonds.
By Bernard Pinsky
On July 26, 2016, Alberta adopted a new exemption from its general requirement for issuers to clear and file a prospectus prior to issuing securities. The new exemption is found in ASC Rule 45-517 (the “Start-up Business Exemption”).
The Start-up Business Exemption is available for distributions of securities by Alberta issuers seeking to raise funds from Alberta investors. It can be used by issuers that wish to raise funds in a traditional manner, for example, through their contacts in the community or through a traditional registered dealer. It can also be used by issuers to crowdfund and raise funds via an online funding portal that is registered as a dealer.
The Alberta Securities Commission (“ASC”) announced that it will adopt ASC Rule 13-501 Fees (the “Rule”), which will replace the ASC’s current fee schedule.
The Rule introduces a participation fee model (similar to the model in Ontario) that is based on a reporting issuer’s market capitalization and registration class, which fee must be paid annually upon filing annual financial statements. All TSX Venture Exchange listed companies based in British Columbia are reporting both in BC and Alberta. While the participation fees are lower than in Ontario, they do increase costs for reporting issuers.
The Toronto Stock Exchange (“TSX”) recently published proposed amendments to: (i) introduce website disclosure requirements for TSX listed issuers (the “Website Amendments”); and (ii) amend the disclosure requirements regarding security based compensation arrangements (the “SBC Amendments”, and together with the Website Amendments, the “Amendments”) in the TSX Company Manual. The Amendments will be effective upon approval by the Ontario Securities Commission following the public comment period. Comments on the Amendments were initially requested by June 27, 2016. The TSX is extending the comment period to July 15, 2016 as a result of requests from stakeholders.
On April 28, 2016, the Canadian Securities Administrators (“CSA”) published CSA Consultation Paper 33-404 (“CP 33-404”) which proposes for discussion regulatory action to hold securities advisors, dealers and representatives (“Advisors”) to a higher standard in dealings with their clients.
The TSX Venture Exchange has announced that it is now accepting initial reservation requests for four letter root trading symbols. Currently, root trading symbols on the Exchange are limited to three letters. The Exchange anticipates that four letter symbols will commence trading by the end of the fourth quarter of 2016.
In order to provide issuers with an equitable allocation process, the period for initial application for a four letter symbol will expire on May 20, 2016. After May 20, 2016, reservations for four letter symbols will be made by the usual reservation process on a “first come, first serve” basis.
Two of our Corporate Finance & Securities partners, Virgil Hlus and Angela Blake, are speaking at an upcoming event being put on by Manning Elliott Accountants & Business Advisors. The event is called “Hot Topics Seminar on Tax Issues Relating to Stock Options” and is taking place on May 18, 2016 from 3-5pm at the Hyatt Regency Vancouver.
By Bernard Pinsky
Effective June 30, 2016, form 45-106F1 “Report of Exempt Distribution”, required for most securities issuances other than prospectus offerings, will require issuers to disclose more information about the offering and the issuer. This was first reported in Clark Wilson’s Securities Law Update in August 2015.
The Canadian Securities Administrators have added more disclosure to their standard form, bringing it effectively to what has been required in British Columbia alone for the past several years. Once implemented, BC will no longer require an additional form to be filed.