Publication
Supreme Court of Canada rules managers cannot unionize in Quebec
On April 19, 2024, the Supreme Court of Canada handed down the long-awaited decision on the unionization of managers.
Global | Publication | February 2016
The Canadian Securities Administrators (CSA) recently amended the rights offering prospectus exemption to facilitate rights offerings by reporting issuers other than investment funds. Historically the rights offering exemption has not been widely used by such issuers as a capital-raising method. Following the amendments, both the Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV) issued guidance regarding rights offerings. Both exchanges have confirmed that for prospectus-exempt rights offerings, notwithstanding that a rights offering circular is no longer subject to advance review and approval by the relevant securities commissions, the TSX or the TSXV rules will need to be complied with (including pre-clearance of the notice and offering document and the relevant discount rules).
However, in an effort to facilitate a shorter time frame, the minimum number of days required between the date of filing the final offering document and the record date for the offering has been reduced from seven to five trading days. In addition, the TSXV has reduced the minimum subscription price for securities acquired on the exercise of a right from $0.05 to $0.01.
On December 8, 2015, the CSA amended the prospectus-exempt rights offering regime. The purpose of the amendments was to streamline the rights offering prospectus exemption and make it a more attractive method of financing. The key features of the amended exemption are:
The TSX has published the following guidance on the rights offerings rules in the TSX Company Manual:
The TSXV has published the following guidance on the rights offerings rules in the TSXV Corporate Finance Manual:
The following timeline is for illustrative purposes only and meant to demonstrate the potential timeline from the filing of the draft rights offering documents with the relevant stock exchange until the record date where there are no significant issues identified by the exchange. Issuers are advised to contact their legal counsel and the relevant exchange prior to commencing a rights offering to confirm the timeline is appropriate to their circumstances.
File draft prospectus or notice and circular and any other required documents with the TSX / TSXV | Day 1 | |
Receive any comments from the TSX / TSXV | TSX: at least 5 trading days from the date of filing TSXV: no specified timeline | Day 7 |
Resolve any deficiencies raised by the TSX / TSXV and finalize the terms of the offering and the documents | approx. 1-3 days
| Day 8-10 |
File final materials with the TSX / TSXV to establish Record Date | Day 11 | |
Rights are listed on the TSX / TSXV and listed shares begin to trade ex-rights | typically 2 trading days prior to the record date | Day 17 |
Record date | not less than 5 trading days following filing of final materials; and not less than 7 days following notice of record date (per corporate legislation) | Day 19 |
Copies of the stock exchange guidance and the CSA amendments can be accessed below:
Publication
On April 19, 2024, the Supreme Court of Canada handed down the long-awaited decision on the unionization of managers.
Subscribe and stay up to date with the latest legal news, information and events . . .
© Norton Rose Fulbright LLP 2023