The questions and answers provided below will help issuers (other than investment funds) and their advisers:

  • to determine the fees payable under the Securities RegulationThis link will open in a new window for distributions, take-over bids and issuer bids;
  • to clarify certain questions frequently asked by market participants concerning the calculation and payment of the required fees by issuers.

For any questions relating to the above, please contact:

Gabriel Araish, Analyst
Corporate Finance
Telephone: 514 395-0337, ext. 4414
Fax: 514 873-6155
E-mail: gabriel.araish@lautorite.qc.ca
Geneviève Laporte, Analyst
Financial Information
Telephone: 514 395-0337, ext. 4294
Fax: 514 873-6155
E-mail: genevieve.laporte@lautorite.qc.ca

What are the requirements regarding the fees payable to the AMF by issuers?

The requirements relating to fees payable by issuers are found in sections 267 and following of the Securities RegulationThis link will open in a new window. Market participants are encouraged to consult and use the SEDAR Regulatory Fee Guide This link will open in a new window to calculate the fees payable by issuers based on the type of documents they are filing.

When an issuer has to pay fees for a private placement conducted in a foreign currency, what exchange rate and conversion date should be used?

When calculating the fees payable, the AMF uses the noon daily exchange rate determined by the Bank of Canada This link will open in a new window on the distribution date (i.e. the date indicated in item 7 of the Report of Exempt Distribution under Form 45-106F1 of Regulation 45-106 respecting Prospectus Exemptions(pdf - 903 KB)This link will open in a new window). When calculating the fees payable, the AMF uses the noon daily exchange rate determined by the Bank of Canada on the distribution date (i.e. the date indicated in item 7 of the Report of Exempt Distribution under Form 45-106F1 of Regulation 45-106 respecting Prospectus and Registration Exemptions If the distribution date occurs on a date when the daily noon exchange rate of the Bank of Canada is not available, convert the currency to Canadian dollars using the most recent closing exchange rate of the Bank of Canada available before the distribution date. For investment funds in continuous distribution, convert the currency to Canadian dollars using the average daily noon exchange rate of the Bank of Canada for the distribution period covered by the report.

If the Bank of Canada no longer publishes a daily noon exchange rate and closing exchange rate, convert foreign currency using the daily single indicative exchange rate of the Bank of Canada in the same manner described in each of the three scenarios above.

Do the fees have to include the value of the securities to be distributed under over-allotment options?

Regulation 41-101 respecting General Prospectus Requirements(pdf - 1 MB)This link will open in a new window defines an over-allotment option as “(…) a right granted to one or more underwriters by an issuer or a selling securityholder of the issuer in connection with the distribution of securities under a prospectus to acquire, for the purposes of covering the underwriter's over-allocation position, a security of an issuer that has the same designation and attributes as a security that is distributed under such prospectus (…)”. The value of the securities to be distributed under an over-allotment option must be taken into account in calculating the fees payable in connection with a distribution under a prospectus, even if the option is not exercised. The fees calculated as a percentage of the value of the securities to be distributed, including those which may be distributed pursuant to such over-allotment option, are payable at the time of filing a prospectus in its final form, in accordance with subparagraph 3 of section 267 of the Securities Regulation(pdf - 227 KB)This link will open in a new window. Finally, it is important to note that the fees are not reimbursed if the over-allotment option is not exercised.

Here is a fee calculation example, where the distribution takes place in Québec and elsewhere, pursuant to subparagraph 3(b) of section 267 of the Securities Regulation(pdf - 227 KB)This link will open in a new window:

Distribution by the issuer under the prospectus: $100,000,000

Over-allotment option granted to underwriters: up to 15% of the distribution, i.e. up to an additional $15,000,000

Value of securities used to calculate the fees payable: $115,000,000

Calculation of fees: $115,000,000 x 0.04% x 25% = $11,500 (this amount includes the minimum fee prescribed by the Securities Regulation(pdf - 227 KB)This link will open in a new window, payable upon the filing of a preliminary prospectus)

Fees payable: $11,500

For the purposes of calculating the fees for the distribution of debt securities under a prospectus, what value is used as a reference?

Issuers may set the issue price of debt securities at a discount or at a premium over their nominal value. According to subparagraph 3 of section 267 of the Securities Regulation(pdf - 227 KB)This link will open in a new window, the fees for a distribution of debt securities are calculated based on the gross value of the issue. The AMF considers that the gross value of the issue does not correspond to the nominal value of the securities, but to their value after the discount or premium, which represents the amount of money or net proceeds actually received by the issuer at the time of the distribution.

Here is a fee calculation example, where the distribution is made in Québec and elsewhere, pursuant to subparagraph 3(b) of section 267 of the Securities Regulation(pdf - 227 KB)This link will open in a new window:

Total nominal value of debt securities: $100,000,000

Discount on debt securities (offering price): 98.85%

Aggregate net value of debt securities (before commission and other costs) used to calculate the fees payable: $100,000,000 x 98.85% = $98,850,000

Calculation of fees: $98,850,000 x 0.04% x 25% = $9,885 (this amount includes the minimum fee prescribed by the Securities Regulation(pdf - 227 KB)This link will open in a new window, payable upon the filing of a preliminary prospectus)

Fees payable: $9,885

When do the fees for a distribution under a shelf prospectus supplement have to be paid?

For all shelf prospectus supplements, except in the case of shelf prospectus supplements for the distribution of medium term notes, the fees must be paid upon the filing of each supplement pursuant to subparagraph 3 of section 267 of the Securities Regulation(pdf - 227 KB)This link will open in a new window.

In the case of a distribution of medium term notes, the fees must be paid at the time of filing the report prescribed by section 98.1 of the Securities Regulation(pdf - 227 KB)This link will open in a new window in accordance with subparagraph 2 of section 268 of the Securities Regulation(pdf - 227 KB)This link will open in a new window. The report under section 98.1 of the Securities Regulation(pdf - 227 KB)This link will open in a new window must contain a summary of the supplements and be filed with the AMF at the end of each of the two twelve-month periods following the date of receipt of the prospectus in its final form.

As well, in all cases, the total fees payable under supplements to a shelf prospectus must correspond to the amount exceeding the amount paid upon filing of a preliminary shelf prospectus.

Also note that in the case of a distribution made under a prospectus in which a determined tranche is to be distributed outside of Canada, including those made under a shelf prospectus supplement, the fees payable are calculated only on the gross value of the securities to be distributed in Canada, in accordance with section 271.1 of the Securities Regulation(pdf - 227 KB)This link will open in a new window.

When do the fees for a normal course issuer bid made in accordance with section 4.8 of Regulation 62-104 have to be paid?

Under subparagraph 1.1 of section 271.4 of the Securities Regulation(pdf - 227 KB)This link will open in a new window, fees are payable by the offeror making an issuer a bid in reliance on the normal course issuer bid exemption prescribed by section 4.8 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids(pdf - 313 KB)This link will open in a new window, at the time of filing the press release by the offeror according to the same section. The fees are calculated on the basis of:

  • the closing price of the securities that are the subject of the bid on the day preceding the filing of the press release; and
  • the maximum number of securities indicated in the press release, subject to the minimum fee prescribed by the Securities Regulation.

The fees are payable through the System for Electronic Document Analysis and Retrieval (SEDAR This link will open in a new window).

What fees are payable for a take-over bid or an issuer bid made under Regulation 62-104 and when do they have to be paid?

Subject to certain bids made under an exemption in accordance with Part 4 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids (pdf - 313 KB)This link will open in a new window, fees relating to any take-over or issuer bid under Regulation 62-104 respecting Take-Over Bids and Issuer Bids (pdf - 313 KB)This link will open in a new window must be paid in accordance with subparagraph 1 of section 271.4 of the Securities Regulation(pdf - 227 KB)This link will open in a new window. The fees are payable at the time of filing the circular on SEDAR This link will open in a new window and correspond, subject to the minimum fee prescribed by subparagraph 1 of section 271.4 of the Securities Regulation(pdf - 227 KB)This link will open in a new window, (i) where the bid is made only in Québec, to 0.02% of the consideration offered for the securities that are the subject of the bid, or (ii) in the other cases, to 0.02% of 25% of the consideration offered in Canada for the securities that are the subject of the bid.

In the latter case, the number of securities that are the subject of the bid held by securityholders living outside Canada may be unknown when the circular is filed. In this context, the AMF expects offerors to pay the fees corresponding to the entire consideration offered under the bid, subject to an adjustment and a reimbursement later based on written confirmation of the number of securities held by persons living outside of Canada.

What fees are payable upon filing an application for an exemption from the prospectus requirement in connection with a distribution?

When applying for discretionary exemptive relief from the prospectus requirement regarding a proposed distribution, paragraph 1.1 of section 271.6 of the Securities Regulation(pdf - 227 KB)This link will open in a new window requires the following fees:

  • a fee (currently $519) payable at the time of filing the application for an exemption;
  • an additional fee payable within ten (10) days of the distribution made under the exemption corresponding to 0.025% of the gross value of the securities distributed in Québec, subject to the minimum additional fee prescribed by the Securities Regulation(pdf - 227 KB)This link will open in a new window.

Issuers and advisers should implement specific measures to ensure that additional fees are paid ten (10) days following the closing date of the distribution (or of each distribution) made under the exemption granted by the AMF.