Montréal – Since January 1, 2006, the Autorité des marchés financiers (AMF) has been imposing administrative monetary penalties on non-compliant issuers and insiders. To date, 381 penalties have been imposed on insiders of an issuer for failure to disclose a change in their control over securities within the time period prescribed by regulation.
Further to these 381 penalties, a number of applications for review have been filed with the AMF. The AMF therefore wishes to inform insiders and their representatives of reasons that would not warrant a review of the penalties imposed by the AMF:
- The insider of an issuer believed that the time period prescribed by regulation to disclose a change in his control over securities was ten business days and not ten calendar days;
- The insider of an issuer delegated his obligation to disclose a change in his control over securities to a third party (for instance, the corporate secretary of the issuer, his lawyer, his secretary or administrative assistant etc.) and the party failed to file the disclosure within the time period prescribed by regulation;
- The insider was on vacation or travelling abroad;
- The insider of an issuer was unaware of his obligation to disclose a change in his control over securities;
- The insider of an issuer supplied the market with the information regarding his control over securities through a public document filed with SEDAR (such as a material change report filed by the issuer, an information circular or a prospectus);
- The insider of an issuer did not receive the statement from his securities dealer in a timely manner and was therefore unable to disclose a change in his control over securities within the time period prescribed by regulation.
The AMF wishes to remind insiders of a reporting issuer that they are required to disclose, within ten days of the event, any change in their control over securities.
A staff notice regarding this matter was published in the AMF bulletin (in French only) of September 29, 2006. It is available on the AMF website, under “Bulletin and Publications.”
The Autorité des marchés financiers (AMF) is the regulatory and oversight body for Québec's financial sector.
— 30 —
Philippe Roy (514) 940-2176
Issuers, dealers, advisers and representatives: (877) 525-0337, choose option 9 for English, then 1 for industry
Consumers and investors: (877) 525-0337, choose option 9 for English, then 8 for consumers