On February 25 2016 the Canadian Securities Administrators (CSA) announced amendments to the early warning reporting regime which will apply where a party's total holdings of a reporting issuer's securities reaches 10% or more.

Once a shareholder reaches the 10% threshold it must:

  • issue and file a press release containing the information required by Section 3.1 of National Instrument 62-103 no later than the opening of trading on the business day following the acquisition of securities bringing it to 10% or more; and
  • file a report through the System for Electronic Document Analysis and Retrieval with the same information within two days of the acquisition.

The amendments will:

  • require disclosure of decreases in ownership, control or direction of 2% 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%;
  • 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 that solicit proxies from security holders in certain circumstances; and
  • increase the disclosure required in the early warning report.

The amendments will come into force on May 9 2016 (Ontario may be delayed), and are available here.

For further information on this topic please contact Bernard Pinsky at Clark Wilson LLP by telephone (+1 604 687 5700) or email (bpinsky@cwilson.com). The Clark Wilson LLP website can be accessed at www.cwilson.com.

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