Subscription Receipt Offerings

Summary

This practice note describes the different types of subscription receipt offerings, process, and related documentation in Canada. A subscription receipt offering requires the issuer to return the purchase price of the subscription receipts if certain conditions related to a proposed transaction are not met within a specified period of time. This structure may provide the issuer with more favourable pricing terms to finance an acquisition or an opportunity to take advantage of a marketing window while necessary approvals are obtained for the issuer to become a reporting issuer, including pursuant to a reverse takeover ("RTO") or a qualifying transaction ("QT") for capital pool companies under the rules of certain stock exchanges.