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MajorUS-13G, MajorCA-AMRS and MajorJP-SRS: How to indicate Issuers which are disqualified from the regime

For the disclosure regimes in the US, Canada and Japan, there are considerations which require the holdings of a given issuer to be evaluated under a specific regime, whereas holdings of different issuers should be evaluated by another. Rapttr captures this through three optional properties that may be set for any Entity in your portfolio file.

In the case of Canada and US rules, these properties need to only be set where you have already stated "US-QII" or "CA-AMRS" in the CompanyType field (those values indicate that the entity is an institutional investor in the US or Canada respectively). In the case of Japan, the property needs only to be set where you have already defined a BaseDate for the entity.  In the above cases for these three disclosure regimes, usually only the rules Major US - 13G,  MajorCA-AMRS and MajorJP-SRS would apply, respectively.

However, there are situations in which a particular issuer is disqualified from reporting under the "lighter" 13G, Canada AMRS, or Japan SRS regimes, and should be evaluated under 13D, Canada Early Warning or Japan's normal disclosure regime instead. The following properties allow to capture these cases:

  • In the US, the property DisqualifiedFrom13GIssuerIDs allows you to define a list of issuers that must be evaluated under the US 13D regime, as opposed to the 13G if the Entity is a US-QII.

  • In Canada, the property DisqualifiedFromAMRSIssuerIDs allows you to define a list of issuers that must be evaluated under the Canada Early Warning regime, as opposed to Canada AMRS if the Entity is a Canadian Eligible Institutional Investor - EII).

  • In Japan, the property DisqualifiedFromSRSIssuerIDs allows you to define a list of issuers that must be evaluated under the Japan's normal disclosure system, as opposed to the SRS (Special Reporting System) if a BaseDate has been defined for the Entity.  

DisqualifiedFrom13GIssuerIDs

This property represents the issuers which are disqualified from the US 13G regime which have the following characteristics:

  • The entity holding the issuer's securities has an intention or has the purpose of affecting or influencing control of a specific issuer (the principal includes a desire to substantially influence the policies, management and actions of the issuer).

There are a few considerations in determining this; please refer to the A&O memo on this topic for further information.

This property allows a comma separated list of IssuerIDs which will correspond to your position file. Once specific IssuerIDs are specified in the property DisqualifiedFrom13GIssuerIDs, Rapptr will evaluate those issuers against the rule Major: US - 13D.

DisqualifiedFromAMRSIssuerIDs

This property represents the issuers which are disqualified from the Canada AMRS regime based on the following:

  • If the entity or a joint actor makes or intends to make a formal bid for securities of the reporting issuer, or it proposes or intends to propose a reorganization that would give the EII or its joint actors “effective control” of the reporting issuer or a successor to its business.
  • Effective control is deemed upon control of more than 30% of the votes attached to all of the reporting issuer’s voting securities. (Sections 4.2 and 1.2 of NI 62-103)
  • If the entity solicits proxies from securityholders of a reporting issuer on matters relating to: a) the election of directors of the reporting issuer (other than in support of management’s nominees); or b) a reorganization, amalgamation, merger arrangement or similar corporate action involving the reporting issuer’s securities (other than in support of a management proposal). (Section 4.2(1)(c) of NI 62-103)

See the A&O memo for more detail on when this disqualification exists.

This property allows a comma separated list of IssuerIDs which will correspond to your position file. Once specific IssuerIDs are specified in the property DisqualifiedFromAMRSIssuerIDs, Rapptr will evaluate those issuers against the rule Major: Canada - Early Warning.

DisqualifiedFromSRSIssuerIDs

This property represents the issuers which are disqualified from Japan's SRS regime based on the following:

  • The purpose of the shareholding is to engage in any action which materially causes a change to the business activities of the relevant issuer or which materially influences the business activities thereof.

There are a additional considerations which are captured by the SRS rule. Please refer to the A&O memo on this topic for further information.

This property allows a comma separated list of IssuerIDs which will correspond to your position file. Once specific IssuerIDs are specified in the property DisqualifiedFromSRSIssuerIDs, Rapptr will evaluate those issuers against the rule Major: Japan.

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