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62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues

Effective date:

March 15, 2000, except for subsequent amendments.

Published by the CSA:

December 17, 1999

Overview 

The primary purpose of the Canadian standard is to provide exemptions from the early warning requirements, the insider reporting requirement, and related provisions to certain institutional investors that have a "passive intent" with respect to their ownership or control of securities of reporting issuers and to permit those persons to disaggregate securities that they own or control for purposes of those requirements in certain circumstances. This relief is designed to facilitate compliance by financial institutions, pension funds, certain mutual funds, portfolio managers, portfolio clients, underwriters in the course of a distribution, and pledgees.

The amendments announced on February 25, 2016, will, among other things: (i) require disclosure of decreases in ownership, control or direction of 2 per cent or more for security-holders subject to reporting; (ii) require disclosure when a security-holder’s ownership, control or direction falls below the early warning reporting threshold of 10 per cent; (iii) exempt lenders and borrowers, in certain circumstances, from including the securities lent or borrowed for the purposes of determining the early warning reporting threshold trigger; (iv) make the alternative monthly reporting system unavailable to eligible institutional investors who solicit proxies from security holders in certain circumstances; (v) enhance the disclosure in the early warning report; and (vi) further streamline the information required in a news release.

Recent developments

Date

Development

Comments

February 25, 2016 Amendments to NI 62-103 and related instruments Except in Ontario, provided all necessary Ministerial approvals are obtained, the amendments will come into force on May 9, 2016. In Ontario, the amendments will come into force on the later of (a) May 9, 2016, and (b) the day on which certain sections of Schedule 18 of the Budget Measures Act, 2015 (Ontario) are proclaimed into force. 

Note: The above summary of Recent Developments does not include consequential amendments made as the result of other projects.

For details on the history of this Instrument, please refer to the OSC’s Web site.

Amendments under consideration

  • None

Correction list for hyphenation

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