SEC Form F-7

What Is SEC Form F-7?

SEC Form F-7 is a filing with the Securities and Exchange Commission (SEC). The form is required by public Canadian foreign private issuers offering rights to U.S. investors. That's what the SEC requires if an issuer is registered utilizing SEC Form F-7, the rights must be granted to U.S. shareholders based on conditions no less favorable than those extended to the foreign shareholders. This form is a wraparound form for the important Canadian offering reports required by securities regulation in Canada.

Grasping SEC Form F-7

SEC Form F-7 is otherwise called the Registration Statement for Securities of Certain Canadian Issuers Offered for Cash upon the Exercise of Rights Granted to Existing Security Holders under the Securities Act of 1933. It is utilized if a Canadian entity:

1. Is incorporated or organized under the laws of Canada or any Canadian region or domain
2. Is a foreign private issuer
3. Has had a class of its securities listed on the Montreal Exchange, the Toronto Stock Exchange, or the Senior Board of the Vancouver Stock Exchange for the 12 calendar months quickly going before the filing of the form

Furthermore, the entity must be subject to the continuous disclosure requirements of any securities commission or equivalent regulatory authority in Canada for the previous 36 calendar months and is in compliance with the obligations emerging from such listing. The entity must grant the rights to security holders that are U.S. holders upon terms and conditions that are no less favorable than those extended to some other holder of similar class of securities. As per SEC rules, the entity must right now be in compliance with obligations emerging from such listing and announcing

No Change Needed With Amendments in Canada

In December 2015, the Canadian Securities Administrators (CSA), the functional equivalent of the SEC in Canada, made certain amendments to filing requirements for rights offerings. The purpose of the amendments was to ease up the regulatory burden for companies that wished to raise fresh capital such that gave investors an opportunity to safeguard themselves from equity dilution.

It was important that the SEC in the United States didn't protest the amendments on the grounds that U.S.- based investors can be a significant source of investment capital for Canadian companies. In February 2017, the SEC did, in fact, distribute a no-action letter, confirming its proceeded with consent for the utilization of Form F-7 with the essential condition that "an issuer would have to guarantee that the registration statement and the prospectus satisfied the antifraud and liability provisions under the U.S. Securities Act."

Features

• SEC Form F-7 is a filing with the Securities and Exchange Commission (SEC).
• U.S investors are a significant source of capital for Canadian investors.
• SEC Form F-7 is required by public Canadian foreign private issuers offering rights issues to U.S. investors.
• If an issuer is registered utilizing SEC Form F-7, the terms of rights granted to U.S. shareholders must be no less favorable than those extended to foreign shareholders.