SEDI Reporting Reminders

3 03 2014

As a service provider part of our compliance toolkit is to review from time to time our client’s SEDI insider reports and issuer profiles to ensure they are up to date. With the proxy season just around the corner this is a good time to be doing just that. Here are some reminders that we hope you will find useful.

Let’s begin by looking at the issuer profile. 

  • Is all of the information correct and current?
  • What about the list of security designations?

Part 2 (2.3) of NI 55-102 requires the issuer profile supplement to be kept up-to-date. This includes all of the contact information and also any securities that are no longer outstanding and are not subject to issuance at a future date. Those outdated securities should be moved to the “archived security” section.

Automatic Share Purchases

Issuers with an automatic share purchase plan are required to report any securities acquired under the plan during a calendar year that have not been disposed of or transferred, and any securities that have been disposed of or transferred as part of a specified disposition of securities on SEDI on or before March 31 of the next calendar year. When filing these trades on SEDI you will use transaction code 30 – Acquisition or disposition under a purchase/ownership plan.

In the case of any securities acquired under the automatic securities purchase plan that have been disposed of or transferred, other than securities that have been disposed of or transferred as part of a specified disposition of securities, they are required to be filed on SEDI within five calendar days of the disposition or transfer. More information on this can be found in NI 55-104 and the link at the bottom of this page.

Options

If an issuer event report was filed for the issuance of stock options during the year the individual option grants are required to be filed on SEDI on or before March 31 of the next calendar year.

On the subject of options, don’t forget to check that any stock option expires and/or cancellations which may have occurred during the year have been filed.

Movement Within Accounts

It’s always a good idea to remind insiders that any share movement of previously reported transactions from one account type to another must also be reported on SEDI. For example, when movement from a TFSA to an RRSP or direct holdings to an RRSP account occurs the transactions are required to be filed on SEDI within 5 calendar days and would be reported using the transaction code 90 – Change in the nature of ownership.

Issuer Events

Issuer events are required to be reported on SEDI with one day of the event occurring.  An issuer event is defined in National Instrument 55-102 as a stock dividend, stock split, consolidation, amalgamation, reorganization, merger or other similar event that affects all holdings of a class of securities of an issuer in the same manner, on a per share basis. Subsequent reports would also need to be filed for individual insiders holding securities affected by the issuer event.

Normal Course Issuer Bids

If your company has a normal course issuer bid in place, an insider report is to be filed disclosing each acquisition of securities by it under the normal course issuer bid within 10 days of the end of the month in which the acquisition occurred.

Complete copies of both instruments can be read here:

National Instrument 55-104

National Instrument 55-102

Please download a copy of this article for future reference HERE.

DISCLAIMER: The contents of this Article is provided for information purposes only and does not provide advice, legal or otherwise.

 

 


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