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16120 Exchange Offers
us SEC - Financial Reporting Manual
16120.1 To encourage Canadian offerors to extend exchange offers for Canadian target companies to U.S. shareholders, MJDS Forms F-8 and F-80 are available in specified circumstances to register the securities to be issued by the offeror. In the case of an exchange offer, those Forms consist primarily of the relevant Canadian offering documents. No reconciliation to U.S. GAAP is required for financial statements included under cover of those Forms.
16120.2 To be eligible to use Form F-8 or F-80, the offeror in an exchange offer must:
a. be incorporated or organized in Canada and be a foreign private issuer;
b. have been reporting for the preceding 36 months to Canadian securities regulatory authorities;
c. have been listed for the preceding 12 months on the Montreal or Toronto Stock Exchange or the Senior Board of the Vancouver Stock Exchange;
d. be currently in compliance with its reporting and listing obligations; and
e. have a public float (an aggregate market value held by non-affiliates) of at least (CN) $75 million, unless the issuer is making an exchange offer for its own securities.
In addition:
f. the issuer of the securities that are the subject of the exchange offer must be incorporated or organized in Canada and be a foreign private issuer;
g. less than 25% (in the case of Form F-8) or 40% (in the case of Form F-80) of the securities that are the subject of the exchange offer are held by U.S. holders;
h. the securities must be offered to U.S. holders on terms no less favorable than those offered to any other holder of the same class of securities; and
i. derivative securities may not be registered on Form F-8 or F-80 except:
1. warrants, options and rights, if they and the underlying securities to which they relate are issued by the registrant, its parent or an affiliate of either, and
2. convertible securities, if they are convertible into only securities of the registrant, its parent or an affiliate of either.
This is a work of the U.S. Government
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