On 13 July 2021, CSE issued notice on takeover disclosure requirements.
- CSE issued guidance, expectations on disclosing certain acquisitions by listed issuers.
- Exchange reviewed acquisitions of private companies by listed issuers that do not seem to meet fundamental changes criteria, yet significant number of listed securities.
- Cited CSE Policy 6 distributions, for acquisitions involving issuance of securities; CSE Policy 8, fundamental changes, changes of business, fundamental change transactions.
Acquisition Public Disclosure Rules
- Listed issuers required to immediately post notice of proposed acquisition (Form 9).
- At least 1 full business day prior to closing, must post amended Form 9, if applicable.
- Stated proposed acquisitions should be consistent with disclosed business objectives.
- Reviewed situations in which proper disclosures of changes to investment strategy may not be provided by the issuer, based on prior disclosure and shareholder approvals.
- Required to consult exchange prior to contemplating fundamental change transactions.
- To determine if fundamental change, should consult with exchange in advance for an acquisition considering listed securities, convertible/exchangeable into listed securities.
- Described conditions or restrictions if determined a fundamental change is applicable.
- Discussed remedial action for transaction with inadequate disclosure/evidence of value.
- Actions based on interest of shareholders, a review of board suitability requirements.