Canada: Capital Markets Report - May 2015

In This Issue

  • From the Regulators
  • Relief Order of the Month
  • What We're Reading
  • What We've Been Up To
  • Public Company Activity

FROM THE REGULATORS

NEWS AND NOTICES

Canadian Securities Administrators Publish Proposed Amendments to the Take-Over Bid Regime

By: Carolyn Stroz

On March 31, 2015, the Canadian Securities Administrators published for comment proposed amendments to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and changes to National Policy 62-203 – Take-Over Bids and Issuer Bids (collectively, the Proposed Amendments). The 90-day comment period is open until June 29, 2015.

The Proposed Amendments would require that all non-exempt take-over bids:

  1. meet a minimum tender requirement in which bidders must receive tenders of more than 50% of the outstanding securities subject to the bid (excluding securities owned by the bidder itself or its joint actors) and such tenders are not withdrawn before the bidder can take up any securities under the take-over bid;
  2. be extended for an additional 10 days after the minimum tender requirement is met and all other terms of the conditions of the bid have been complied with or waived; and
  3. remain open for a minimum deposit period of 120 days, unless

    1. the target board issues a news release announcing a shorter deposit period of not less than 35 days, in which case all outstanding or subsequent take-over bids will also become subject to the shorter minimum deposit period, or
    2. the issuer issues a news release indicating that it has agreed to enter into or determined to effect a specified alternative transaction (e.g., a plan of arrangement or other change of control transaction requiring shareholder approval), in which case all outstanding or subsequent take-over bids must remain open for at least 35 days.

In contrast, the current take-over bid regime provides that non-exempt take-over bids must remain open for 35 days and are not subject to any minimum tender requirement or an extension requirement once the bidder has taken up deposited securities.

The Proposed Amendments were developed to address concerns raised in connection with the CSA's review of defensive tactics and are a harmonized policy initiative designed to enhance the quality and integrity of the take-over bid regime. It is expected that the Proposed Amendments will provide increased flexibility for boards of target companies to evaluate and respond to a hostile bid, facilitate the ability of shareholders to make voluntary, informed and coordinated tender decisions, and provide a framework for issuers to attract alternative offers prior to securities being taken up under a take-over bid.

For further information, please click here to access further analysis by Alexandra Iliopoulos, Greg Hogan and Carolyn Stroz, of our Securities group.

IIROC Releases 2014 Enforcement Report

By: Justin Dick, Jessica Lee and Kyle Simpson

On March 20, 2015, the Investment Industry Regulatory Organization of Canada released its third annual Enforcement Report, outlining IIROC's key enforcement initiatives and ongoing work to protect the investing public and maintain fair and efficient capital markets.

The Report details that in 2014, IIROC completed 174 investigations, successfully prosecuted 47 individuals and 10 firms, and imposed fines of $3 million against individuals and $224,000 against IIROC-regulated firms. The majority of IIROC's enforcement cases throughout the year addressed issues involving seniors and suitability, and the report emphasizes the importance of the "know your client" obligation as fundamental to engaging a proper suitability assessment.

In addition to detailing IIROC's 2014 investigations and prosecutions, the report also highlights key enforcement priorities, including the protection of senior and vulnerable investors, as well as the progress made on important policy matters. Notable developments in this regard include IIROC revising sanction guidelines and submitting a consolidated enforcement rule proposal to the CSA, as well as the publishing of a quarterly unpaid fines report which identifies individuals who have not paid the full amount of fines and costs imposed as a result of disciplinary actions.

Ministerial Approvals

Amendments to National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities

By: Justin Dick, Jessica Lee and Kyle Simpson

On March 5, 2015 the Ontario Securities Commission ("OSC") provided notice of ministerial approval of the amendments to National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities. The OSC also adopted policy changes to Companion Policy 51-101 – Standards of Disclosure for Oil and Gas Activities. The rule amendments and policy changes come into force on July 1, 2015.

The full text of the rule amendments can be found here and the full text of the policy changes can be found here.

RELIEF ORDER OF THE MONTH

In the Matter of Canadian Resources Income Trust

Relief from requirement to file notice of intention to file a short form prospectus within stipulated time before filing a prospectus.

Canadian Resources Income Trust is a TSX-listed mutual fund that is not in continuous distribution. CRIT was in the process of seeking to extend its life, the purpose of which it argued was to enable CRIT to have the opportunity to increase its size through additional offerings which, if successful, will benefit unitholders through trading liquidity of the units and a decreased management expense ratio. CRIT filed its notice of intention to file a short form prospectus on February 20, 2015. As a result, it was unable to file a short form prospectus until March 6, 2015, 10 business days from the date it filed its notice.

CRIT believed that there was a favourable market window for an offering of units but, given the uncertainly with respect to global equity markets generally and the natural resource markets in particular, it was concerned the window might not last long enough for it to file a short form prospectus within the required timeframe. CRIT sought to file a preliminary short form prospectus on or about February 25, 2015, and commence the marketing of a public offering as soon as possible thereafter.

In connection with its application for exemptive relief, CRIT represented that it was not planning a bought deal and that long form prospectus review timelines were acceptable. The regulator granted relief to CRIT and CRIT filed a prospectus on February 26, 2015.

WHAT WE'RE READING

Capital Markets

Academic Study: Information Networks: Evidence from Illegal Insider Trading Tips

This paper from Professor Kenneth Ahern of the Marshall School of Business at UCLA explores questions about the characteristics of inside traders, including:

  • Who are inside traders?
  • How do they know each other?
  • What type of information do they share, and how much money do they make?

The author analyzes all of the insider trading cases filed by the Securities and Exchange Commission and the Department of Justice between 2009 and 2013, identifying 183 insider trading networks.

Among the notable findings:

  • The firms in which insiders trade tend to be large high-tech firms with a median market equity of $1 billion
  • A significant fraction of leaks are secretly misappropriated from a friend or family member
  • Across all types of events, the average stock return from the date of the original leak to the official announcement of the event is 34.9% over an average holding period of 21 trading days:

    • Clinical trials generate average gains at 101% in nine trading days
    • M&A generates average returns of 43% in 31 trading days
  • The average inside trader is 43 years old
  • 10% of insiders in the sample are women
  • Women are more likely to tip and be tipped by other women
  • Of the 461 pairs of tippers and tippees in the sample, 23% are family members, 35% are friends and 35% are business associates
  • The most common occupation among insiders is top executive, including CEOs and Directors, accounting for 17% of known occupations
  • The median inside trader invests about $200,000 per tip
  • Excluding family members, about 43% of pairs met during college
  • Insiders are more likely to share tips with people who share a common surname ancestry
  • Information tends to flow from subordinates to bosses, from younger tippers to older tippees, and from children to parents

WHAT WE'VE BEEN UP TO

Recent Transactions

We acted for Castle Mountain Mining Company Limited in its non-brokered offering of 5,714,402 units at $0.35 per Unit for aggregate gross proceeds of approximately $2 million. Please click here for more details.

We acted for Tahoe Resources Inc. in its acquisition of Rio Alto Mining Limited by way of plan of arrangement, which was completed on April 1, 2015. Pursuant to the plan of arrangement, all of the issued and outstanding common shares of Rio Alto were transferred to Tahoe in consideration for the issuance by Tahoe of 0.227 of a common share of Tahoe and the payment of $0.001 for each Rio Alto Share. Please click here for more details.

We acted for a syndicate of agents led by Scotia Capital Inc. and including BMO Nesbitt Burns Inc., CIBC World Markets Inc., HSBC Securities (Canada) Inc., National Bank Financial Inc., RBC Dominion Securities Inc., TD Securities Inc. and Casgrain & Company Limited in FortisBC Energy Inc.'s public offering of $150 million principal amount medium term note debentures, with a coupon rate of 3.375% and maturing on April 13, 2045. Please click here for more details.

We acted for a syndicate of underwriters co-led by TD Securities Inc., BMO Nesbitt Burns Inc. and CIBC World Markets Inc., and including RBC Dominion Securities Inc., Scotia Capital Inc., Laurentian Bank Securities Inc., National Bank Financial Inc. and Canaccord Genuity Corp in Boston Pizza Royalties Income Fund's bought deal offering of 5,047,613 subscription receipts for gross proceeds of approximately $112 million. Please click here for more details.

We acted for a syndicate of underwriters co-led by BMO Capital Markets and TD Securities Inc., and including GMP Securities L.P., National Bank Financial Inc., Canaccord Genuity Corp., Mackie Research Capital Corporation, Desjardins Securities Inc., and PI Financial Corp in Rubicon Minerals Corporation's private placement offering of 23,600,000 flow-through common shares for gross proceeds of approximately $30 million. Please click here for more details.

We acted for Canadian Tire in connection with its amendments to its Trust Indenture and related notes. The amendments provide Canadian Tire with greater flexibility to manage and finance its business. They also reduce administrative inefficiencies by providing more consistent terms across all of Canadian Tire's medium term notes, including those issued under a Trust Indenture dated March 14, 2005. Please click here for more details.

We advised Paladin Energy Inc. on the Canadian aspects of its tender offer to acquire US$289 million principal amount of its existing $300 million of convertible bonds due November 2015. Please click here for more details.

We acted for Silver Wheaton Corp. in its bought deal offering of 38,930,000 common shares for aggregate gross proceeds of US$800 million. The net proceeds were used to fund Silver Wheaton's acquisition of an additional 25% gold stream from Vale S.A.'s Salobo Mine, located in Brazil. This acquisition is in addition to the 25% of Salobo gold production that Silver Wheaton acquired in 2013. Please click here and here for more details.

We acted for a syndicate of underwriters led by Clarus Securities Inc., and including Bloom Burton & Co. Limited, Acumen Capital Finance Partners Limited and Beacon Securities Limited in CRH Medical Corporation's bought deal offering of 8,050,000 common shares, which included the exercise in full of the underwriters' over-allotment option, for gross proceeds of approximately $27.3 million. Please click here for more details.

We acted for Goldcorp Inc. in its acquisition of Probe Mines Limited by way of a plan of arrangement, which was completed on March 13, 2015. Pursuant to the plan of arrangement, each common share of Probe, not owned by Goldcorp, was exchanged for 0.1755 common shares of Goldcorp. In addition to the Goldcorp shares, shareholders of Probe received 0.3333 of a common share Probe Metals Inc., a new exploration company containing Probe's mineral properties in the Ring of Fire in Northern Ontario, as well as $15 million in cash and certain other assets owned by Probe. Please click here for more details.

We acted for The Intertain Group Limited in connection with its bought deal public offering of subscription receipts, entry into certain senior secured credit facilities, and issuance of shares, all in connection with its acquisition of the Jackpotjoy, Botemania, and Starspins brands and related assets from Gamesys Limited for an initial purchase price of approximately £425.8 million.

PUBLIC COMPANY ACTIVITY

Information and intelligence about what public companies are doing in the market.

Public Offerings - Launched March 1-31, 2015

Equity Offerings

Initial Public Offerings

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Dundee Acquisition Ltd. Other 10,000,000 Class A Limited Voting Units $100,000,000
TD Securities Inc. and Cantor Fitzgerald Canada Corporation
Tidewater Midstream and Infrastructure Ltd. Junior Industrial Minimum: 2,000,000 Common Shares
Maximum: 3,000,000 Common Shares
Minimum: $2,000,000
Maximum: $3,000,000
Macquarie Capital Markets Canada Ltd. and CIBC World Markets Inc.
Cara Operations Limited Other 8,700,000 Subordinated Voting Shares $200,100,000 Scotia Capital Inc., BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.
Excel India Growth & Income Fund Financial services - investment companies and funds Units Minimum: $20,000,000
Maximum: TBD
BMO Nesbitt Burns Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc.
Innova Gaming Group Inc. Other Common Shares TBD Canaccord Genuity Corp.
Real Asset Income and Growth Fund Financial services - investment companies and funds Class A Units and/or Class U Units Minimum: $20,000,000
Maximum: TBD
CIBC World Markets Inc. and RBC Dominion Securities Inc.
Tech Achievers Growth & Income Fund Financial services - investment companies and funds Units Minimum: $20,000,000
Maximum: TBD
BMO Nesbitt Burns Inc., CIBC World Markets Inc. and Scotia Capital Inc.
Mira VII Acquisition Corp. Capital pool company 2,500,000 Common Shares $250,000 Richardson GMP Limited

Secondary Offering

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Pizza Pizza Royalty Corp. Hospitality 2,800,000 Common Shares $42,000,000 TD Securities Inc.

Bought Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Baytex Energy Corp. Oil and gas producers 31,700,000 Common Shares $549,995,000 Scotia Capital Inc. and RBC Dominion Securities Inc.
Silver Wheaton Corp. Metals and minerals - metal mines 38,930,000 Common Shares US$800,011,500 Scotia Capital Inc.
Canadian Apartment Properties Real Estate Investment Trust Real estate 5,555,000 Units $154,706,750 RBC Dominion Securities Inc.
CRH Medical Corporation Consumer products - biotechnology/pharmaceuticals 8,050,000 Common Shares $27,370,000 Clarus Securities Inc.
NioCorp Developments Ltd. Gold and precious metals Qualifying 2,914,000 Units (consisting of 2,914,000 Common Shares and 2,914,000 Warrants) issuable upon exercise of 2,914,000 previously issued Special Warrants $2,185,500 Mackie Research Capital Corporation
Secure Energy Services Inc. Oil and gas services 13,515,370 Common Shares $198,000,170 Raymond James Ltd. and FirstEnergy Capital Corp.
Slate Retail REIT (formerly, Slate U.S. Opportunity (No. 1) Realty Trust) Real Estate 4,125,000 Units $53,600,000 CIBC World Markets Inc. and GMP Securities L.P.
Tweed Marijuana Inc. Other 10,097,760 Common Shares $ 21,710,184 GMP Securities L.P.
AEterna Zentaris Inc. Consumer products - biotechnology/pharmaceuticals 59,677,420 Units consisting of (i) either one Common Share or one Series C Warrant to purchase one Common Share, (ii) 0.75 of a Series A Warrant to purchase one Common Share and (iii) 0.50 of a Series B Warrant to Purchase one Common Share US$37,000,000 Canaccord Genuity Inc.
Chesswood Group Limited Other 3,302,600 Subscription Receipts $32,200,350 RBC Dominion Securities Inc.
Encana Corporation Oil and gas producers 98,458,975 Common Shares $1,437,501,035 RBC Dominion Securities Inc., Credit Suisse Securities (Canada), Inc. and Scotia Capital Inc.
Husky Energy Inc. Oil and gas - integrated oils 8,000,000 Cumulative Redeemable Preferred Shares, Series 5 $200,000,000 TD Securities Inc. and RBC Dominion Securities Inc.
Boston Pizza Royalties Income Fund Other 5,047,613 Subscription Receipts $111,552,247.30 TD Securities Inc., BMO Nesbitt Burns Inc. and CIBC World Markets Inc.
Concordia Healthcare Corp. (formerly Mercari Acquisition Corp.) Consumer products - biotechnology/pharmaceuticals 4,329,428 Subscription Receipts $368,001,380 RBC Dominion Securities Inc.
Peyto Exploration & Development Corp. Oil and gas producers 4,380,000 Common Shares $150,015,000 BMO Nesbitt Burns Inc.
TecSys Inc. Industrial products - technology - software 674,157 Common Shares $5,999,997 PI Financial Corp.
TransAlta Renewables Inc. Other 15,820,000 Subscription Receipts $200,123,000 CIBC World Markets Inc. and RBC Dominion Securities Inc.
Whitecap Resources Inc. Oil and gas producers 8,149,000 Subscription Receipts $110,011,500 National Bank Financial Inc.
Capital Power Corporation Gas/electrical utilities 9,450,000 Common Shares $225,382,500 CIBC World Markets Inc. and TD Securities Inc.
Veresen Inc. Pipelines 8,000,000 Cumulative Redeemable Preferred Shares, Series E $200,000,000 Scotia Capital Inc., TD Securities Inc. and RBC Dominion Securities Inc.
Tekmira Pharmaceuticals Corporation Consumer products - biotechnology/pharmaceuticals 7,500,000 Common Shares US$151,875,000 Leerink Partners LLC and RBC Dominion Securities Inc.

Marketed Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Life & Banc Split Corp. Financial services - investment companies and funds 1,300,000 Preferred Shares and 1,300,000 Class A Shares $25,480,000 RBC Dominion Securities Inc., CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc.

Rights Offerings

Company Industry Securities Offered Gross Proceeds Managing Dealer
Constellation Software Inc. Industrial products - technology - software Rights to subscribe for Unsecured Subordinated Floating Rate Debentures, Series 1, due March 31, 2040 TBD N/A
Burcon Nutrascience Corporation Miscellaneous Rights to acquire a maximum of 1,552,044 Common Shares Maximum: $3,507,619 N/A

Debt Offerings

Bought Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Premium Brands Holdings Corporation Consumer products - food processing 5.00% Convertible Unsecured Subordinated Debentures due April 30, 2020 $60,000,000 BMO Nesbitt Burns Inc. and CIBC World Markets Inc.
TerraVest Capital Inc. Industrial products - fabricating and engineering 7.00% Convertible Unsecured Subordinated Debentures due June 30, 2020 $25,000,000 National Bank Financial Inc. and CIBC World Markets Inc.
Orbite Aluminae Inc. Gold and precious metals 10,000 Units composed of a 5% Convertible Unsecured Unsubordinated Debenture and 1,077 Share Purchase Warrants $10,000,000 Euro Pacific Canada Inc.
RioCan Real Estate Investment Trust Real estate 3.85% Series Q Debentures due June 28, 2019 (Senior Unsecured) $175,000,000 RBC Dominion Securities Inc., TD Securities Inc. and BMO Nesbitt Burns Inc.

Marketed Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Husky Energy Inc. Oil and gas - integrated oils 3.55% Notes due March 12, 2025 $750,000,000 CIBC World Markets Inc., BMO Nesbitt Burns Inc. and HSBC Securities (Canada) Inc.
The Manufacturers Life Insurance Company Financial services - insurance 2.10% Fixed/Floating Subordinated Debentures due June 1, 2025 $750,000,000 RBC Dominion Securities Inc., BMO Nesbitt Burns Inc. and Scotia Capital Inc.
Toronto Hydro Corporation Gas/electrical utilities 3.55% Senior Unsecured Debentures due 2045 (Series 11) $200,000,000 CIBC World Markets Inc. and RBC Dominion Securities Inc.
407 International Inc. Transportation and environmental services Series 15-A1 Senior Medium-Term Notes (Secured) due March 27, 2045 $150,000,000 BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.
Barclays Bank PLC Financial services - banks and trusts Barclays Equity Linked Autocallable Notes, Series 2 (Non Principal Protected Notes) due April 8, 2020 Maximum: $10,000,000 Richardson GMP Limited
Bell Canada Telephone utilities MTN Debentures, Series M-39, due December 18, 2045 (Unsecured) $500,000,000 Scotia Capital Inc., RBC Dominion Securities Inc. and Merrill Lynch Canada Inc.
Inter Pipeline Ltd. Pipelines 3.173% Medium Term Notes, Series 7, due March 24, 2025 $300,000,000 BMO Nesbitt Burns Inc., CIBC World Markets Inc. and TD Securities Inc.
TELUS Corporation Telephone utilities $250,000,000 1.50% Notes, Series CS due March 27, 2018 (Unsecured)
$1,000,000,000 2.35% Notes, Series CT due March 28, 2022 (Unsecured)
$500,000,000 4.40% Notes, Series CU due January 29, 2046 (Unsecured)
$1,750,000,000 CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc.
Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Pty Ltd and Brookfield Infrastructure Finance ULC (Brookfield Infrastructure Partners) Other 3.452% Medium Term Notes, Series 2, due March 11, 2022 $450,000,000 RBC Dominion Securities Inc., HSBC Securities (Canada) Inc. and TD Securities Inc.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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Authors
Gregory Hogan
Joyce Lim
Jessica Lee
Carolyn Stroz
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