Thursday, April 06, 2017 2:45:52 PM
A fundamental change or change of business of a Listed Issuer effectively results in a new issuer, such that the existing disclosure record cannot be relied upon to fairly value the company’s securities. Listed Issuers that are contemplating a transaction or series of transactions that may be a fundamental change or change of business must consult with the Exchange at an early stage to determine how the exchange will characterize the transaction.
(a) A “fundamental change” is a major acquisition accompanied or preceded by a change of control.
1.2 A "major acquisition" by a Listed Issuer means an asset purchase, business acquisition (whether for cash or securities), take-over (formal bid or exempt bid), amalgamation, arrangement or other form of merger, the result of which is that for the next 12 month period at least 50% of the Listed Issuer’s
(a) assets will be comprised of or
(b) anticipated revenues are expected to be derived from
the assets, properties, businesses or other interests that are the subject of the major acquisition.
AND
1.5 (a) The Market Regulator will halt trading in the securities of the Listed Issuer upon the announcement of a fundamental change to permit dissemination of the material information. The Exchange will require the Market Regulator to continue the halt at least until the documentation required under sections 1.6 and 1.7 have been accepted and posted. During the halt, no Dealer may quote or trade in the security in any marketplace or over-the-counter, either as principal or agent.
Sounds like closing of the MJ biopharma deal in which they are acquiring 65% would qualify as a major acquisition that would warrant a halt.
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