The CSA recently released final amendments to the early warning reporting system (Early Warning Amendments) and takeover bid regime (Takeover Amendments) to take effect May 9, 2016. The harmonized National Instrument 62-103 - The Early Warning System and Related Takeover Bid and Insider Reporting Issues includes the following amendments:

Takeover Amendments

  • Current 35-day minimum bid period will be extended to 105 days.
  • Bids will be subject to a mandatory tender requirement of a minimum 51%, after which, once met (along with all other conditions), the bid will be extended for a minimum 10-day period.

Early Warning Amendments

  • A decrease in (a) a securityholder’s ownership, control or direction of securities by 2% or more, or (b) a decrease below the 10% reporting threshold, will require disclosure.
  • In specific circumstances, for the purpose of determining early warning reporting obligations, certain borrowers and lenders will be exempt from including securities they borrow or lend, respectively.
  • Enhanced disclosure in early warning reports is required in certain circumstances, including with respect to purpose and intention of investors, and with respect to certain financial instruments, including, equity derivatives.
  • Early warning news releases must be issued and filed no later than the opening of trading on the next business day.
  • The alternative monthly reporting system will be unavailable to eligible institutional investors who solicit proxies from securityholders in certain circumstances.