RE: Very Interesting Timing of Holding RNSs & 10% Canadian Ownership Reporting Requirements14 Sep 2021 14:34
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Just my thoughts but anyone else thinking about the COPL ‘Holdings in Company’ RNSs, their separate locations of Toronto and London and regulatory jurisdictions and especially there timings?
1) Pre-19/8/21 ownership %’s from RNSs
HSBC London = 4.984%
RBC Toronto = 5.51%
Cumulative = 10.494%
Potential trader call from Toronto to London – ‘Hey London, do you know the Canadian Early Warning Reporting requirements is over 10% ownership and the Joint Actor rules? Just google ‘Canadian takeover 10% reporting’.
FYI - Canadian Take-Over Bid Rules - Early Warning and Insider Reporting Requirements
Early Warning Reporting Requirements. Acquisition of voting securities or equity securities, or securities convertible into such securities, of a reporting issuer, whether under an exempt bid or transaction that does not constitute a take-over bid, including treasury securities acquired from an issuer, representing 10% (5% when a take-over bid has already been made) of a class of securities, may trigger an obligation for the acquiror to file an early warning report and news release. There are requirements for further reporting for 2% increases or decreases in securities owned or controlled or directed, or material changes in reports previously filed.
Moratorium. Until a 20% threshold is reached, the early warning reporting rules impose a moratorium prohibiting additional purchases beginning when a required report is required to be filed until the expiry of one day after the required report is filed.
FYI - Other google source – Canadian Mergers & Acquisitions Guide, 8th edition. Page 18 - EARLY WARNING REPORTING - Intended to alert the market to the acquisition of significant holdings in a public company. Acquisition of equity or voting securities representing 10% of the class (together with securities beneficially owned by purchaser and its joint actors) requires purchaser to issue a press release no later than opening of trading on the business day following the acquisition, and to file an “early warning” report within two business days. Disclosure must include the material terms of related financial instruments, any securities lending agreements and any other arrangements involving the securities.
2) HSBC 20/8/21 RNS [07:00 uk]
HSBC London – 4.984% up to 5.266%
RBC Toronto = 5.51%
Cumulative = 10.766%
Potential trader call from Toronto to London in the afternoon – ‘Hey London, you have increased your holdings because of the silly cheap price but hell man you have taken us over 10% again. I know it is a Friday on the 20th but for god sake SELL some London side before someone notices then just report on Monday.’
3) HSBC 23/8/21 RNS [07:00 uk]
HSBC London – 5.266% down to 4.943%
RBC Toronto = 5.51%
Cumulative = 10.004%
Potential trader call from Toronto to London – ‘Hey London, you have reduced but we are still over 10% by 0.004%. Sort it out in London.’