When does an Issuer need to have a Shareholder Meeting?
What does an Issuer have to file on SEDAR?
Are there deadlines for filing on SEDAR?
When does an Issuer need to issue a news release?
When does an insider need to file an insider trading report?
What are the consequences of failing to file a report on a timely basis?
When does an Issuer need to have a Shareholder Meeting?
There are 2 types of Shareholders Meeting – Annual General Meetings (AGM) and Special Meetings.
If the Issuer is incorporated in Alberta, the AGM should be held within 15 months of the previous AGM. At this meeting the Board of Directors for the following year is elected, a company auditor is appointed, and audited financial statements are presented.
The TSX Venture Exchange requires a listed Issuer to hold an AGM in every calendar year. The TSX requires a listed Issuer to hold an AGM within 6 months of their fiscal year end.
Certain actions of Directors and Issuers require the approval of Shareholders. These “Special” resolutions can be presented at an Annual and Special Meeting or at a Special Meeting called for the specific purpose to approve the resolution.
What does an Issuer have to file on SEDAR?
All continuous disclosure documents that are required to be filed with Canadian Securities Commissions must be filed using SEDAR. These documents will be downloaded by the securities commissions and posted on the SEDAR website (www.sedar.com)
Continuous disclosure documents include interim and audited financial statements, notice of meeting, proxy materials, press releases and material change reports.
Are there deadlines for filing on SEDAR?
The Issuer should refer to National Instrument 51-102 – Continuous Disclosure Obligations, for the applicable deadlines.
Material news releases should be filed soon after they are disseminated.
Material change reports, when required, need to be filed within 10 days of the related event.
When does an Issuer need to issue a news release?
The purpose of a news release is to ensure that all members of the investing public have equal access to information in order to make informed investment decisions. Whenever there is an event that is “material” to the way the Issuer does business, a news release must be issued. News releases may also be issued for public relations purposes, to keep the public and investment community informed of an Issuer’s performance or activities e.g. current financial results, corporate updates.
1. What should be in the news release? The title of the news release should indicate the information being disclosed. • Information should be concise and accurate – not promotional. TSX Venture Exchange requires a disclaimer within the body of the news release. The wording of the disclaimer can be located in the Exchange policy manual. • The name and number of a contact for the Issuer must be included.
2. Does an Issuer need to use a newswire service? All material news releases must be distributed through a recognized newswire services e.g. Business Wire, Marketwired, Canada News Wire, Canada Stockwatch. Each of these companies offer similar services with some variance in pricing and the distribution packages they offer. CAS can facilitate the distribution of an Issuer’s news release by reviewing the content for disclosure requirements, coordinating with the newswire service and SEDAR filing. We can also distribute the news release by email to select lists of interested parties.
3. Who should an Issuer send the news release to? Material news releases must be filed on SEDAR and with the stock exchanges. Distribution may be regional, Canada wide or worldwide – depending on where the Issuer is a reporting issuer and how widely the Issuer wish the news disseminated.
4. Does an Issuer always file a material change report? Material information relating to the business of the Issuer which results in, or could be expected to result in, a change in market price or value should be disclosed via a news release and a material change report within 10 calendar days of the news release. It is the responsibility of the Issuer to determine if the event is in fact material to its business operations.
SEDI is an Internet based program for the filing on insider trading reports. www.sedi.ca
An insider is a director or officer of an Issuer or a person that has beneficial ownership, control or direction over more than 10% of the voting securities of an Issuer. For the full description, review National Instrument 55-104 – Insider Reporting Requirements and Exemptions.
When does an insider need to file an insider trading report?
An insider must file an initial insider trading report within 10 calendar days of becoming an insider, disclosing any direct or indirect ownership or control over the Issuer’s securities.
An insider must file a subsequent report within 5 calendar days of any changes to his securities holdings.
What are the consequences of failing to file a report on a timely basis?
There are financial penalties imposed by the Ontario, BC and Alberta Securities Commissions.