SEC exposes amendments to rules on shelf registration

The Securities and Exchange Commission has exposed some proposed amendments to rules on Shelf Registration and Pre-offer Waiting Period.

The SEC stated that the Sundry Amendments are being made to Rule 279(3) on Shelf Registration and Rule 300 on Pre-Offer Waiting Period (Fixed Price Offers.

Details of the proposed Amendment to Rule 279(3) – Shelf Registration Proposed Amendment shows the creation of sub-section (11) to provide for Timeframe for Execution of Shelf Documents Only.

According to the proposed amendment, “The executed shelf documents shall be filed with the Commission within five (5) working days of the date of the approval of the draft shelf documents by the Commission.

The Commission stated that the justification for the amendment is to keep timelines definite, adding “the execution of the shelf documents and filing of same with the Commission is collapsed into one timeframe because, no offer takes place and the date of execution or signing of the shelf documents is not of any relevance”.

The SEC also stated that Rule 300 on Pre-Offer Waiting Period (Fixed Price Offers) is being amended to create two new sub sections, 3 and 4.

The proposed amendment also indicates that for the fixed price offer, the date of execution of the offer document shall not exceed three (3) working days from the date of the approval of the draft offer document by the Commission.

“The executed offer documents shall be filed with the Commission within two (2) working days of the date of their execution.

“The justification is to keep timelines definite and streamline offer processes (whether by book building or fixed price methods). Also, the importance of capturing the date of execution separate from the date of filing of the executed documents with the Commission, is primarily because an actual offer takes place, and the date of execution is relevant to other aspects of the offer process, including the pre-offer waiting period as provided in sub-rule 1) of the Rules as amended June 2017,” the Commission added.