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Form F-7
Practical Law Glossary Item 4-565-1428 (Approx. 3 pages)
Glossary
Form F-7
Form F-7 is used by certain Canadian issuers who qualify for the multijurisdictional disclosure system set up between the Securities and Exchange Commission and the provincial securities regulators in Canada. Form F-7 is a registration statement used to register securities under the Securities Act of 1933 (Securities Act) which are offered for cash upon the exercise of rights offered by Canadian issuers to their existing securityholders in proportion to the number of securities held by them as of the record date for the rights offer. Form F-7 acts as a wraparound for the relevant Canadian offering documents. Securities registered on Form F-7 must still be offered in compliance with state blue sky securities laws, absent an exemption or federal pre-emption.
An issuer may use Form F-7 if it:
- Is incorporated or organized under the laws of Canada or any Canadian province or territory.
- Is a foreign private issuer.
- Is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended (ICA), registered or required to be registered under the ICA.
- 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 previous 12 calendar months and is in compliance with the obligations arising from such continuous disclosure.
- Has been 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 arising from such listing.
- Grants the rights to securityholders that are US holders upon terms and conditions not less favorable than those extended to any other holder of the same class of securities.
The securities offered or sold upon exercise of the rights granted to US holders may not be transferable other than in accordance with Regulation S under the Securities Act.
A Canadian issuer will be exempt from the duty to file reports pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Exchange Act) solely as a result of having registered securities on Form F-7. However, the issuer must still confirm that it is otherwise exempt from the reporting obligations under Sections 12(b), 12(g) and 15(d) of the Exchange Act.