An issuer event is a stock dividend, stock split, consolidation, amalgamation, reorganization, merger or other similar event that affects the entire class of securities of a SEDI issuer in the same manner. A cash dividend, for example, would not be an issuer event reportable on SEDI.
It is a report filed by a SEDI issuer on SEDI. This report provides notice to insiders and members of the public that an issuer event has occurred. It helps insiders to report more accurately any changes in their securities or related financial instrument holdings that may result from the issuer event. The information that you need to complete this report is set out in Form 55-102F4.
You need to file an issuer event report no later than one business day following the occurrence of an issuer event. For example, for a stock split, you report the event within one business day after the issuer issues the securities resulting from the stock split. As a preferred practice, you should report the event following the close of markets on the day of the event or before the opening of the markets on the day after the event occurred. See question 3.3.12.
The information is set out in Form 55-102F4. This information includes the:
- issuer event type (e.g., stock dividend, stock split, reorganization)
- date the issuer event occurred
- brief description of the issuer event (e.g., 3 for 1 Stock Split -Class A and Class B Shares)
- summary of the issuer report details.
The online help guide (available on the SEDI website by clicking ‘Help’) gives additional instructions on how to complete the report and provides examples.
The report notifies your insiders that an issuer event has occurred that may affect their holdings. It helps them to report accurately changes in their holdings in the securities or related financial instruments affected by the event. Whenever you file an issuer event report, an alert will appear on the screen the next time an affected insider logs on to SEDI. The alert notifies the insider an issuer event report was filed and identifies the particulars of that event.
One report can be used to report several ‘sub-events’ in connection with the same event, all happening on the same day. However, you should fully describe all pertinent ‘sub-events’ in the issuer event title and issuer report details fields.
- Issuer event: Amalgamation, merger or reorganization
- Issuer event title: Amalgamation of ABC Ltd. and DEF Corp. into XYZ Ltd. and consolidation of DEF Corp. shares
- Issuer report details: describe the relevant information for both the amalgamation and consolidation aspects of the event and the impact on insider holdings.
You need to include a description of the issuer event by providing the following information:
- a description of the affected securities and related financial instruments along with their respective numbers or amounts, as disclosed in the issuer profile supplement, for that issuer
- the name of the resulting issuer, if applicable
- designation of all resulting securities and related financial instruments along with their respective numbers or amounts, if applicable
- the exchange or conversion rates, if applicable
- a description of the resulting securities and related financial instruments as created in the issuer profile supplement in SEDI, if applicable
- the number of resulting securities and related financial instruments rounded up or down to the nearest share.
Include a description of the issuer event in either English or French, or both where appropriate.
You should provide a summary of the event. However, to the extent that you need more space, consider cross-referencing a public document that adequately discloses the necessary information about the event.
You need to file an issuer event report when an event affects the entire class of securities or related financial instruments in the same manner. This may also be a material change. [FN 6] If so, you will also need to file a material change report. However, not all material changes are issuer events. For example, while a company buy-back of shares might be considered a material change, it would not be an issuer event. Please see question 4.5.1 for how to report transactions under a normal course issuer bid.
FN 6 As defined in securities legislation.
The “Effective date” is the date on which the change to the number of securities and related financial instruments happens as a result of the issuer event. It is the date of the occurrence of the event.