The TSX Venture Exchange has just launched a web-based electronic filing system dubbed “V-File” designed to speed up the processing of submissions to the TSX-V. Issuers will initially only be able to submit price reservations and notices of private placement through V-File, but other types of submissions may follow later.
To use V-File, a director or officer of an issuer needs to first register as principal contact and then invite and grant access to other users (who must first also sign up) such as corporate administrators or filing solicitors so that they can V-File on behalf of the issuer. The principal contact can then, if desired, delegate administration functions to other users to manage the issuer’s profile.
The V-File home page will be unique for each user and will provide real-time information about the status of V-Filed submissions that are accessible to them.
V-File makes private placement submissions easier by automatically filling-in known information about an issuer such as tier of listing, market price of the issuer’s shares, and the issued and outstanding share amount. The online version of the private placement notice form on V-File is dynamic and will correspondingly change depending on the information that the user has entered. For example, if the user indicates that warrants will be issuable, an additional tab on the screen will appear to enable the user to enter information about the warrants to be issued. Users can save submissions in draft and edit them later before finalizing and submitting them to the TSX-V.
Before submitting the private placement notice, issuers will need to make the same declarations and acknowledgements as they would on the paper version. A user who is not a director or senior officer of an issuer will need to certify that he or she is a duly appointed and authorized agent of the issuer for the purposes of completing the filing and making the declaration on behalf of the issuer.
The V-File system will automatically check for non-compliance with TSX-V policies when a submission is filed and immediately notify a user of policy non-compliance (which the user can then immediately correct) and calculate the requisite filing fees as well. The TSX-V is still working on the electronic payment system and users for now will have to pay filing fees as they currently would when filing by paper - by cheque or wire transfer.
After a user has submitted a filing, V-File will send email alerts whenever significant events occur in relation to the filing, such as when the TSX-V sends a comment letter or has given acceptance of the filing.
The TSX-V will be eliminating expedited private placement filings which have become redundant as a result of V-File. Issuers using V-File will also no longer be required to file corporate placee registration forms but users will need to enter into the appropriate V-File screen the equivalent information for corporate placees who will hold 5% or more of the issued and outstanding listed shares of the issuer on the closing of the private placement calculated in accordance with the requirements of the private placement notice form.
Participation is voluntary for now and issuers, corporate administrators or filing solicitors wishing to participate should contact the TSX-V to get set up for V-File. We encourage you to read the amendments to TSX-V Policy 4.1 that came into effect on Jan. 26, 2015, which reference V-File in the private placement context.