Can a Canadian issuer filing annual reports on Form 40-F under the Multi-Jurisdictional Disclosure System be a “well-known seasoned issuer” under the definition in Rule 405?
No. An issuer must be a well-known seasoned issuer for all purposes, including under Rule 163 and Rule 430B and for purposes of automatic shelf registration. Automatic shelf registration contemplates that the assessment of eligibility of “well-known seasoned issuer” status will be made annually. As adopted, only issuers filing annual reports on Form 10-K or Form 20-F are able to assess their eligibility under the eligibility determination date provisions. As such, the date of determination of eligibility as a well-known seasoned issuer cannot be based on the date of filing of a Form 40-F. The Commission’s intent to limit well-known seasoned issuer status only to those issuers filing annual reports on Form 10-K and Form 20-F is further evidenced by, among other things, the fact that Form 40-F was not revised to include either a well-known seasoned issuer check box or to require the disclosure of unresolved staff comments (each of which the Commission included in amended Form 10-K and Fo
Related Questions
- Can a Canadian issuer filing annual reports on Form 40-F under the Multi-Jurisdictional Disclosure System be a "well-known seasoned issuer" under the definition in Rule 405?
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