Third party filings and securities acquisitions

General

How can I add the French or English version of a news release (4.8 of NI 62-104) in a submitted filing?

To file the French or English version of the news release (4.8 of NI 62-104), you must use the Grouping ID generated from the first document submitted. This will enable you to file the news release in a different language, without having the system recalculate fees for the same document. For more information on how to find a Grouping ID, refer to <How do I find a Grouping ID?>.

How do I file a Take-over bid Circular, a Directors’ Circular or Director’s or Officer’s Circular (Individual)?

When selecting the filing type ‘Take-over bid’, under the section ‘Filing and contact details’ you will be prompted to select the option ‘Offeror or ‘Offeree’ to the question ‘Are you filing as, or on behalf of, the offeror or the offeree issuer (including its directors and/or officers)’. Depending on the selection made, the filing sub-types will be presented accordingly:

• Sub-types for Offeror: ‘Take-over Bid Circular’ and ‘Notice of change or variation’
• Sub-types for Offeree: ‘Directors’ Circular’ or ‘Director’s or Officer’s Circular (Individual)’

For each of the selections, a separate filing will be created.

Note that once the filing is submitted it will be viewable under both profiles, Offeree and Offeror.

Why is the same third party filing linked to multiple profiles?

Third party filings will be viewable on the profile of the individual or organization initiating the filing and on the profile of the issuer targeted by the filing.

For example, the take-over bid filing will be viewable on the profile of the ‘Offeror’ and ‘Offeree’. A label ‘Offeror’ or ‘Offeree’ will be identified underneath the issuer name.

For other types of filings made under third party filings, e.g. Early warning reports or Proxy solicitation materials, a label ‘Filed by’ will be viewable underneath the name of the profile initiating the filing, and a label ‘Filed against’ will be displayed underneath the name of the issuer targeted by the filing.

Do I need the authority over the reporting issuer profile against which an Early warning report must be filed?

No, authority is not required for the issuer the filing will be applied against. Filing agents only require authority over the individual or the organization for whom they are submitting the filing – the ‘Acquiror’ profile. The ‘Acquiror’ is the individual or the organization that has the filing obligation, and therefore must initiate the filing.

This topic is also described in the ‘How to file on SEDAR+ (Company filings)’ filer training webinar video beginning at 21 min 30 sec (21:30).

Take-over bid filings

If the target entity is a private company, will it be required to create a profile in SEDAR+ to accommodate the take-over bid filing?

Yes, a Third Party Filer profile should be created for the private company.

Why is the Directors’ Circular or Director’s or Officer’s Circular (Individual) not available for selection for the take-over bid filing?

In order for the Directors’ Circular or Director’s or Officer’s Circular (Individual) subtypes to be available for selection, you must be filing on behalf of the ‘Offeree’, not the ‘Offeror’. 

Can take-over bid filings submitted in SEDAR+ be kept as private?

No, the take-over bid filings will be publicly available upon submission.   

Profiles: Offeree / Offeror

Which types of profiles can file as an ‘Offeror’ or an ‘Offeree’?

Company, Investment Fund (stand-alone only) and Third Party Filer. 

Can an Investment Fund Group profile be an ‘Offeror’ or an ‘Offeree’?

No, only standalone Investment Funds. 

Do I need authority over the ‘Offeree’ or ‘Offeror’ profile?

No, the ‘Offeror’ or ‘Offeree’ profile is referenced on the third party filing but direct authority over their profile is not required.