Back to the grind. Mexico was great and the best weather yet. I see we had news in this last week.
Here's some interesting reading dated 2005. I am googling pp's WRT dilution and SH approval requirements and all sorts of things come up. A lot of the google hits refer to M&A rules as well when it comes to issuance and takeovers. But that's another animal.
http://www.google.ca/#hl=en&biw=1004&bih=612&rlz=1R2GPEA_en&q=+shareholder+approval+for+the+%22private+placement%22+tsx+dilution&aq=f&aqi=&aql=&oq=+shareholder+approval+for+the+%22private+placement%22+tsx+dilution&fp=ffc3f3f054e195a5
http://www.macleoddixon.com/documents/Changes_To_TSX_Private_Placement.pdf
Private Placements, Acquisitions & Warrants
Under the previous rules, security holder
approval was required for any private placement
transactions which could result in more than 25%
of the issuer's capital being issuable in a six
month period and, in addition, the TSX had
unwritten rules with respect to transactions that
affected control or involved insiders. The
amendments contain a comprehensive series of
rules that specify when security holder approval
is required.
•
Transactions That Materially Affect
Control or Have Significant Insider
Involvement:
In addition to any specific
requirement for security holder approval, the
TSX requires security holder approval to:
•
Any transaction (regardless of size) which
may materially affect control (defined as
the ability to influence the outcome of a
vote, including the ability to block
significant transactions). A transaction
that results or could result in a new
holding of more than 20% of the voting
securities by one security holder or
combination of persons acting together is
considered to materially affect control
unless the circumstances indicate
otherwise. Previously, approval was
generally only required if the dilution
exceeded 25%; and
•
Transactions that provide consideration to
insiders in excess of 10% of the market
capitalization and have not been
negotiated at arm's length.
