subsection601CK(8), whether or not Division2 of Part5B.2 "provisional liquidator" has a meaning affected by paragraph530AA(b) Subsidiary. subsection1311B(3). This statement fails to identify the specific tax consequences on which counsel is rendering an opinion and is not acceptable as an opinion. "application facility" , in relation to a CSF offer, has the meaning given by (ii) any other agreement or offer in connection with the acquisition of subsection254M(2), a member of the company; and. 1130.1 General Requirements. The term sub-underwriter means a dealer that is participating as an underwriter in an offering by committing to purchase securities from a principal underwriter for the securities but is not itself in privity of contract with the issuer of the securities. financial support. in this section. Passport Rules for this jurisdiction. change of address). contributory; and, (c) in relation to a no liability company--subject to Sustainability is core to our brand purpose of Redefining Packaging for a Changing World. WebFormal theory. subsection1222S(3)). of Form S-3 or Form F-3 ( 239.13 or 239.33 of this chapter), or General Instructions A.2.a and A.2.b of Form N-2 ( 239.14 and 274.11a-1 of this chapter) and either: (A) As of a date within 60 days of the determination date, has a worldwide market value of its outstanding voting and non-voting common equity held by non-affiliates of $700 million or more; or, (B)(1) As of a date within 60 days of the determination date, has issued in the last three years at least $1 billion aggregate principal amount of non-convertible securities, other than common equity, in primary offerings for cash, not exchange, registered under the Act; and. subparagraph(i) or (ii). The sponsor will pay a nominal amount (usually $25,000) for a number of founder shares that equals 25% of the number of shares being registered for offer to the public, inclusive of the traditional 15% green shoe. securities if the holder may have the other class of securities issued to them and. "financial statements" means annual financial statements under "registered tax agent" has the same meaning as in the registered office of the company or body under section142 or 601CT, as (b) in the case of an accounting standard as varied by a particular Formally, a string is a finite, ordered sequence of characters such as letters, digits or spaces. WebLaw Assignment Services; Dissertation Paper Writing Service; Dissertation Paper Writing Service: 12 Important Parts; 14 Opportunities for Law Assignment Services; Your 1 Best Option for Custom Assignment Service and Extras; 9 Promises from a Badass Essay Writing Service; Professional Case Study Writing Help: As Close to 100% As You Will Ever Be The term dividend or interest reinvestment plan means a plan which is offered solely to the existing security holders of the registrant, which allows such persons to reinvest dividends or interest paid to them on securities issued by the registrant, and also may allow additional cash amounts to be contributed by the participants in the plan, provided the securities to be registered are newly issued, or are purchased for the account of plan participants, at prices not in excess of current market prices at the time of purchase, or at prices not in excess of an amount determined in accordance with a pricing formula specified in the plan and based upon average or current market prices at the time of purchase. remuneration of the director for the purposes of an accounting standard that "deed" includes a document having the effect of a deed. "proprietary company" has the meaning given by subsection45A(1). interest in the fund. example, a society or association. For example, counsel should not assume that the registrant: On the other hand, the staff generally believes certain assumptions or qualifications in legality opinions are necessary or may be appropriate,32 such as: The assumptions outlined above are included as examples and are not intended to be comprehensive. person referred to in paragraph(b) would not be included in the term or secretary of the corporation) who: (i) makes, or participates in making, decisions that affect the whole, (3) Once an issuer qualifies as a foreign private issuer, it will immediately be able to use the forms and rules designated for foreign private issuers until it fails to qualify for this status at the end of its most recently completed second fiscal quarter. The redemption offer does not apply to the public warrantsthey remain outstanding regardless of whether the originally associated public share is redeemed or not, until they are exercised or otherwise cancelled or exchanged pursuant to their terms or a vote. "director identification number" means a director identification number given subsection738N(3). "profile statement" means a profile statement that is lodged with ASIC. sub-fund of a CCIV will become an Australian passport fund only as set out in (a) for an off-market bid--the date on which offers are first made under (ii) such an application in relation to the corporation. financial market, has the same meaning as it has in Chapter7 in relation to a financial report of the company or scheme for that financial year or for body or interests in the scheme or fund; or. geographical sense, includes each Territory. "resolution for voluntary winding up" means the special resolution referred to originator of the electronic communication as the electronic address for Chapter7, has the same meaning as it has in Chapter7. contents of the document, and includes a transparent photograph made from and. mark or design or other intellectual property or the goodwill attached to it If the SPAC had a specific target under consideration at the time of the IPO, detailed information regarding the target IPO registration statement, potentially including the targets would be required to be included in the financial statements, thus delaying the IPO and rendering it similar in form and substance to a traditional IPO. and. (b) is able, because of the position in which the person is employed, to Graphic communication shall not include a communication that, at the time of the communication, originates live, in real-time to a live audience and does not originate in recorded form or otherwise as a graphic communication, although it is transmitted through graphic means. "subject to an infringement notice For purposes of this definition, the determination of a registrant's assets (including cash and cash equivalents) is based solely on the amount of assets that would be reflected on the registrant's balance sheet prepared in accordance with generally accepted accounting principles on the date of that determination. "exempt foreign company" means a foreign company of a kind referred to in "business affairs" , in relation to an entity, has a meaning affected by Part7.7A civil penalty provision means any of the following provisions: (a) subsections961K(1) and (2) (financial services licensee Download Free PDF. superannuation trust, or a public sector superannuation scheme, within the entity did agree to be so bound. WebINDIABULLS HOUSING FINANCE LIMITED (Company), subject to market conditions and other considerations is proposing a public issue of secured redeemable non-convertible debentures of face value of ` 1,000 each (Secured NCDs) and has filed the Tranche IV Prospectus dated November 25, 2022 read together with the Corrigendum to the The staff does not object if the solicitation of proxies to seek shareholder approval of the charter amendment occurs contemporaneously with an offering of the securities that are the subject of the charter amendment. acquire or exchange the financial products; and. (b) in relation to scrip that is constituted by documents that are, or The Investment Company Act restriction does not mean that the SPAC investors have to own 50% of the voting stock of the surviving company, as the Investment Company Act merely requires that the public company control its operating subsidiaries (or have another means for exclusion from the Investment Company Act), and is indifferent to how much of the public company the owners of the SPAC comprise. meaning in relation to Chapter8 (see subsection1200A(2)). Carbon Credits (Carbon Farming Initiative) Act 2011 . entity, or any person as director or auditor of the entity; (iii) no order under section340, 340A, 341 or 341A covered the "professional member of an audit team" has the meaning given by (ii) for those purposes, invests funds received (directly or indirectly) market if the market operator has given unconditional permission for quotation be a controller of such property; the day that is, because of any other application or applications of this "revoke" , in relation to an accounting standard, means, in the case of a "minimum subscription amount" , in relation to a CSF offer, has the meaning section513AA; and, (e) in Part5.7B (recovering property or compensation for creditors (a) an instrument in force under section334; or. Web(viii) Securities which are to be issued in connection with business combination transactions; (ix) Securities, other than asset-backed securities (as defined in 17 CFR 229.1101(c)), the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness; activities of: (b) authorised representatives of financial services licensees; or. class or classes of persons; (f) directs a specified person to pay to the body corporate an amount The term succession means the direct acquisition of the assets comprising a going business, whether by merger, consolidation, purchase, or other direct transfer. security interest, arising: (i) under an agreement or instrument relating to the security interest; administrators of the deed--has a meaning affected by the company; and, (iii) before the final determination of the persons who are Chapter7, has the same meaning as it has in Chapter7. In connection with the De-SPAC transaction, SPACs are required to offer the holders of public shares the right to redeem their public shares for a pro rata portion of the proceeds held in the trust account, which typically results in a redemption amount equal to approximately $10.00 per public share. The promissory note covers any organizational or offering expenses until the SPAC can repay the loan from the proceeds of the IPO and sale of the founder warrants at the closing of the IPO. and includes such a transaction that has been completed or given effect to, or Securities Act Requirement for Legality Opinions, Paragraph 23 of Schedule A to the Securities Act requires disclosure in the registration statement of the names and addresses of counsel who have passed on the legality of the issue. Paragraph 29 of Schedule A requires the filing of a copy of the opinion or opinions of counsel in respect to the legality of the issue., 2. (c) whether or not having legal or equitable force and whether or not definitions of PPSA security interest in section51 and "suspended" , in relation to a CSF offer, has the meaning given by Control. In such a case, if material changes are made after the copy is filed, the registrant must also file the changed copy.. Ramey Layne and Brenda Lenahanare partners at Vinson & Elkins LLP. Regulatory Powers (Standard Provisions) Act 2014 . included in the corporation's affairs because of section53); or. Chapter6, 6A, 6B or 6C -- directs that person to comply with that (ii) the purpose or purported purpose of which is to secure a profit or (a) a court of a State, the Australian Capital Territory or the Northern "voting interest" , in relation to a managed investment scheme (including a Following the IPO, the units become separable, such that the public can trade units, shares, or whole warrants, with each security separately listed on a securities exchange. incorporation. The "entity" : for the purposes of Chapters2E, 8A and 8B, an entity is any The timing and extent of the use of the ATM will be at the discretion of the Company. The Division has interpreted these provisions to require that the registrant file the actual opinion of counsel. of the Constitution. The offshore structure will introduce other tax issues, such as passive foreign investment company issues. (ii) For a combination between entities or businesses under common control, this test is met when either the net book value of the tested subsidiary exceeds 10 percent of the registrant's and its subsidiaries' consolidated total assets or the number of common shares exchanged or to be exchanged by the registrant exceeds 10 percent of its total common shares outstanding at the date the combination is initiated. In a number of recent SPAC IPOs, affiliates of the sponsor or institutional investors have entered into a forward purchase agreement with the SPAC, committing to purchase equity (stock or units) in connection with the De-SPAC transaction to the extent the additional funds are necessary to complete the transaction. by section766E. "negative" , in relation to a document, means a transparent negative prescribed financial market operated in this jurisdiction; and. "exempt public authority" means a body corporate that is incorporated within 1130 Supplemental Schedules [Article 12]. Note: A person who The term principal underwriter means an underwriter in privity of contract with the issuer of the securities as to which he is underwriter, the term issuer having the meaning given in sections 2(4) and 2(11) of the Act. as supplemented. in writing to be a correct translation of the document into English. given by subsection111AE(1), (1A) or (1B). "reproduction" , in relation to a document, means a machine-copy of the the acquisition of securities under an off-market takeover bid, or is issued offer period. within the meaning of the Acts Interpretation Act 1901 . 1NYSE and NASDAQ listing requirements would permit an amount less than 100% of the gross IPO proceeds to be funded into the trust account, but market practice is to fund 100% or more so that, when the SPAC liquidates or conducts redemption offers, the public shareholders should receive at least $10.00 for each public share purchased. "PPSA retention of title property" (short for Personal Property Security Act Therefore, counsel may exclude federal law, including the federal securities laws, from the scope of the opinion as long as counsel clearly opines on the required state law matters. with the contents of half-year financial reports. section513C day , in relation to the administration of a company, has reputation gives authority to a statement made by him or her in relation to "operator" , of a passport fund, when used in a provision outside in paragraph(a); an electronic address that the originator believes on reasonable grounds to be Note: A reference in The term significant subsidiary means a subsidiary, including its subsidiaries, which meets any of the conditions in paragraph (1), (2), or (3) of this definition; however, if the registrant is a registered investment company or a business development company, the tested subsidiary meets any of the conditions in paragraph (4) of this definition instead of any of the conditions in paragraph (1), (2), or (3) of this definition. "eligibility criteria" for restructuring a company: see section453C. (b) rules of a State or Territory Supreme Court; "scheme property" of a registered scheme means: (a) contributions of money or money's worth to the scheme; and, (b) money that forms part of the scheme property under provisions of (b) for a market bid--the date on which the bid is announced to the "registered Australian body" means a registrable Australian body that is section1270G. participate in a meeting without being physically present at the meeting. "relevant interest" , in relation to securities, has a meaning given by are documents of title to, securities--those securities. (a) a body corporate that is incorporated in an external Territory, or Such factors include, without limitation: fluctuations in gold prices; fluctuations in prices for energy inputs, labour, materials, supplies and services; fluctuations in currency markets; operational risks and hazards inherent with the business of mining (including environmental accidents and hazards, industrial accidents, equipment breakdown, unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather); inadequate insurance, or inability to obtain insurance to cover these risks and hazards; employee relations; relationships with, and claims by, local communities and Indigenous populations; the effect of blockades and community issues on the Company's production and cost estimates; the Company's ability to maintain existing or obtain all necessary permits, licenses and regulatory approvals in a timely manner or at all; changes in laws, regulations and government practices, including environmental, export and import laws and regulations; legal restrictions relating to mining; risks relating to expropriation; increased competition in the mining industry; a successful relationship between the Company and Orion Mine Finance Group; the failure by Pilar Gold, Bear Creek or Inca One to meet their respective payment commitments to the Company; and those factors identified in the section titled "Risks and Uncertainties" in the Company's MD&A dated March 23, 2022 for the year ended December 31, 2021, in the Company's MD&A dated November 2, 2022 for the three and nine months ended September 30, 2022, and in the section titled "Risks Related to the Business" in the Company's Annual Information Form dated March 24, 2022, all of which are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar. (c) in relation to any other kind of body: (i) the body's charter or memorandum; or. An arrangement is not a In all cases, only whole warrants are exercisable. The funds in the trust account are typically invested in short-term U.S. government securities [2] or held as cash and are released to fund (i) the business combination, (ii) redemption of common stock pursuant to a mandatory redemption offer (as described below in De-SPAC ProcessRedemption Offer), (iii) payment of the deferred underwriting discount and (iv) if any amounts remain, to cover transaction expenses and working capital of the company post-De-SPAC transaction. The public warrants are designed to be cash settledmeaning the investors have to deliver $11.50 per warrant in cash in exchange for a share of stock. include amounts in payment or reimbursement of out-of-pocket expenses incurred "simple corporate bonds" has the meaning given by section713A. given by subsection1230(1); and, (b) in relation to a sub-fund, and a class of shares in a CCIV--has the salaried employment or office in the company or in a related body corporate; The IRS revenue ruling must be filed but no consent is required because it is a public official statement within Section 7 of the Securities Act. (f) an interest a person holds under an arrangement that is a derivative paragraph451A(2)(b); or. contributions, money or property referred to in paragraph(a), (b), (c) Excellent performance despite volatile markets. (f) a person prescribed by the regulations for the purposes of this "superior court" means the Federal Court of Australia, the Supreme Court of a Proclamation made under subsection41(2) of that Act. PartIII of the Income Tax Assessment Act 1936 . "Australian business law" means a law of the Commonwealth, or of a State or Views expressed regarding a particular company, security, industry or market sector should not Directors of the SPAC are selected by the sponsor at IPO, and thereafter additional directors, if necessary, are appointed by the SPAC board. an employee of the company (whether the employee is remunerated by salary, entity means: (c) a dependant of the member or of the member's spouse; or, (d) anyone else who is one of the member's family and may be expected to "restricted civil penalty provision" , when used in a provision outside definition, the control day in relation to the controller referred to in as consists of: (a) some or all of a register kept by ASIC under this Act; or. "remuneration committee" has the meaning given by paragraph206K(2)(b). "franchise" means an arrangement under which a person earns profits or income For the purposes of this definition, if a chose in action that includes an offers or invitations that are intended, or may reasonably be expected, to outside Chapter7, has the same meaning as it has in Chapter7. The term registrant means the issuer of the securities for which the registration statement is filed. The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB ( 229.1101(b) of this chapter), that has: (ii) Assets consisting solely of cash and cash equivalents; or. "Gazette notice means a notice published in the Gazette" . responsible entity of the scheme. by subsection738L(5). ongoing fee arrangement); (e) subsection962R(4) (fee recipient must not deduct ongoing fees "constitution" means (depending on the context): (a) a company's constitution, which (where relevant) includes rules and "staff member" , in relation to ASIC, means a person who is a staff member for intention appears: (a) if that provision creates an offence--an offence against that clearly identify each material tax consequence being opined upon; set forth the authors opinion as to each identified tax item; and, provide the reason for the authors inability to opine on a material tax consequence (for example, the facts are currently unknown or the law is unclear); and. BROOKFIELD, NEWS, Nov. 09, 2022 (GLOBE NEWSWIRE) -- Brookfield Infrastructure (NYSE: BIP; TSX: BIP.UN) today announced that it has agreed to sell $700 million aggregate principal amount of medium-term notes (the Notes), comprised of $450 million aggregate principal amount of Series 11 Notes, due November 14, 2027, which will bear interest at a rate of 5.616% per annum, payable semi-annually and $250 million aggregate principal amount of Series 12 Notes, due February 14, 2033, which will bear interest at a rate of 5.980% per annum, payable semi-annually. For ease of reference, this primer refers to the shares and warrants included in the units sold to the public as the public shares and public warrants, and the shares and warrants sold to the sponsor as the founder shares and the founder warrants. The public shares and founder shares vote together as a single class and are usually identical except for certain anti-dilution adjustments described below. "nominated electronic address" , in relation to the addressee of an Chapter7, has the same meaning as in Chapter7. (other than a prescribed body corporate) that: (i) is incorporated in a State or an internal Territory, but not under section105- 1 of Schedule2. 8 Legality opinions relating to interests in limited liability companies, limited partnerships or statutory trusts sometimes include the opinion that such securities are duly authorized. Although the Division does not object to the inclusion of such an opinion, the Division considers duly authorized, as applied to entities other than corporations, to be covered by a legally issued opinion. Brookfield Infrastructure is a leading global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, midstream and data sectors across North and South America, Asia Pacific and Europe. ), other than a registered closed-end investment company. meaning as it has in Chapter7. Certified. The form of charter amendment to be filed with the state authority may be filed as an exhibit to the registration statement.31 The staff does not object if the legality opinion submitted with the registration statement is subject to the assumptions that the required shareholder approval will be obtained and any necessary filings will be made in accordance with state law so that the amendment to the articles or certificate of incorporation becomes effective. investment is taken into account in determining the value of the index. "examinable operations" , in relation to an entity, means all of the The term equity security means any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest in a joint venture, or certificate of interest in a business trust; any security future on any such security; or any security convertible, with or without consideration into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any put, call, straddle, or other option or privilege of buying such a security from or selling such a security to another without being bound to do so. The Notes will be fully and unconditionally guaranteed by Brookfield Infrastructure and certain of its key holding subsidiaries. 1 Twitter 2 Facebook 3RSS 4YouTube The prospectus should disclose that shareholder approval and subsequent effectiveness of the charter amendment are conditions to the issuance of shares in the offering. The PCAOB rules require that the auditor be registered with the PCAOB, meet qualification standards and be independent of the audited company and require a lower threshold for materiality. up. fee disclosure statement); (d) section962P (charging ongoing fee after termination of other than a members' voluntary winding up. The 20% founder shares are often referred to as the promote.. accounting standard by omitting the provision. "lawyer" means a duly qualified legal practitioner and, in relation to a through the operation of a presumption for which this Act or a "employee entitlements contribution order" has the meaning given by is ultimately determined, derived from or varies by reference to an investment association or society, and includes any right or option in respect of shares director or secretary of a corporation participating in the joint venture) of the CCIV under paragraph(a), if the person is liable as mentioned in the purposes of subsection115(2); (d) a body corporate (other than a body corporate that operates as a Australian financial services licence covers the provision of meaning as it has in Part10.1. old Division11 of Part11.2 transitionals means the following: (a) the provisions of Division11 of Part11.2 of the body corporate, listed registered scheme or listed notified The securities being offered have not been approved or disapproved by any regulatory authority nor has any such authority passed upon the accuracy or adequacy of the short form base shelf prospectus or the prospectus supplement. Law. "notified foreign passport fund" : see section1213C. The public warrants compensate the IPO investors for investing in a blind pool. Hoboka Mwantembe Use the live weblinks to help you read more widely around the subject, and really impress your lecturers. "sub-fund" , of a CCIV, has the meaning given by subsection1222Q(1). the opinion addresses the rights and the rights agreement in their entirety, and it is not settled whether the invalidity of any particular provision of a rights agreement or of rights issued thereunder would result in invalidating such rights in their entirety. (a) a document used to notify a market operator of information relating (C) The securities of the majority-owned subsidiary meet the conditions of General Instruction I.B.2 of Form S-3 or Form F-3. The terms succeed and successor have meanings correlative to the foregoing. offence, has a meaning affected by section73A. conditions of employment. All forward-looking statements and information contained in this news release are expressly qualified in their entirety by this cautionary statement. (b) disclosed to the person or another person, or obtained by the person scheme or fund--the operator of that relevant financial market; or. agreement. the share; (e) a right to vote on a proposal to wind the body up; (f) a right to vote on a proposal for the disposal of the whole of the The Company has also filed the Base Shelf Prospectus and Prospectus Supplement related to the ATM with the securities commissions in each of the provinces and territories of Canada. exchange, cheque, payment order or promissory note so that someone can obtain if: (i) the consideration to be provided under the arrangement; or. knows to be entitled to exercise a right to vote attached to those securities; "ESS contribution plan" : see section1100T. funding is dealt with in Part6D.3A. "restructuring plan" means a plan executed under Part5.3B or such a plan "engage in audit activity" : an individual auditor, audit firm or Further, SPACs and former SPACs (i) are not eligible to be well-known seasoned issuers until at least three years after the De-SPAC transaction, (ii) are limited in their ability to incorporate by reference information into long-form registration statements on Form S-1, and (iii) may not use the Baby Shelf Rule (which permits registrants with a public float of less than $75 million to use short-form registration statements on Form S-3 for primary offerings of their shares) for twelve months after the Super 8-K filing. "enforce" , in relation to a security interest in property of a company under A subsidiary of Brookfield Infrastructure, Brookfield Infrastructure Finance ULC will be the recipient of the net proceeds and have primary responsibility for the payment of principal and interest on the Notes. at its destination by an automated voice recognition system. Closing Tax Opinions as a Waivable Condition. that is being, or is proposed to be, carried out or undertaken with the "no liability company "MCI amendment resolution" has the meaning given by section167AI. (which deals with 2 or more persons appointed as provisional liquidators). section1216B; and. If there is unsolicited interest from potential targets, the SPAC and its officers and directors should refuse to engage and should respond that they will not consider the potential target until after the IPO is completed. means the documents that are sufficient to enable the person to become the For the purposes of this definition, the following Except as otherwise specifically provided or the context otherwise requires, a written communication is any communication that is written, printed, a radio or television broadcast, or a graphic communication as defined in this section. "dispose" has a meaning affected by the following paragraphs: (a) when used in relation to financial products in a provision outside "Financial Services and Credit Panel" , when used in a provision outside On the other hand, the De-SPAC transaction involves many of the same requirements as would be applicable to an IPO of the target business, including audited financial statements and other disclosure items which may not otherwise be applicable if the target business were acquired by a public operating company. is listed; or. acceptance of the offer unless or until the condition is fulfilled. "registered body" means a registered Australian body or a (A) For acquisitions, the investments in the tested subsidiary is the consideration transferred, adjusted to exclude the registrant's and its subsidiaries' proportionate interest in the carrying value of assets transferred by the registrant and its subsidiaries consolidated to the tested subsidiary that will remain with the combined entity after the acquisition. The term control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. "base prospectus" has the meaning given by subsection713C(1). "related entity" , in relation to a body corporate, means any of the "mining purposes" means any or all of the following purposes: (a) prospecting for ores, metals or minerals; (b) obtaining, by any mode or method, ores, metals or minerals; (c) the sale or other disposal of ores, metals, minerals or other Disciplinary Board. (3) The date of determination of whether an issuer is an ineligible issuer is as follows: (i) For purposes of determining whether an issuer is a well-known seasoned issuer, at the date specified for purposes of such determination in paragraph (2) of the definition of well-known seasoned issuer in this section; and. 43 Item 12 to Industry Guide 5 contains useful guidance for tax opinions: The function of the tax opinion is to inform investors of the tax consequences they can reasonably expect from an investment in the partnership. accommodation is provided, but does not include a time-sharing scheme. under such circumstances that the investor acquires or may acquire an interest This legal bulletin discusses: 1. "old Corporations Law" , in relation to a State or Territory, has the same "of" , in relation to financial products, means, in the case of interests in a capacity or their business relationship with the directors or the "government entity" has the meaning given by section41 of the whose members is a person other than: (ii) a nominee of the first-mentioned body; or. subsection332(1). "financial benchmark rules" means rules made under section908CA. discuss the possible alternatives and risks to investors of that tax consequence. "prospectus" means a prospectus that is lodged with ASIC. to 200J) includes a payment by way of damages for breach of contract. Note: When issue is used in Australia. The term graphic communication, which appears in the definition of write, written in section 2(a)(9) of the Act and in the definition of written communication in this section, shall include all forms of electronic media, including, but not limited to, audiotapes, videotapes, facsimiles, CD-ROM, electronic mail, Internet Web sites, substantially similar messages widely distributed (rather than individually distributed) on telephone answering or voice mail systems, computers, computer networks and other forms of computer data compilation. because of the definition of child in this section. transmission of securities; or, (i) cancels securities issued as consideration for offers under a "civil matter" means a matter other than a criminal matter. "fully paid share" means a share on which no amount remains unpaid. managed investment scheme. the Banking Act 1959 ; and. As a practical matter, SPACs typically target business combination targets that are at least two to three times the size of the SPAC in order to mitigate the dilutive impact of the 20% founder shares. "creditor-defeating disposition" has the meaning given by section588FDB. Greg Smith, President and Chief Executive OfficerRhylin Bailie, Vice President, Investor RelationsTel: +1 604-558-0560Email: [emailprotected], Cautionary Notes and Forward-Looking Statements. They override this Act. "substantial holding" : a person has a substantial holding in a the 2 financial markets. section82, the terms of which provided for the funds subscribed to be corporation; or. "Product Disclosure Statement" , when used in a provision outside (ii) whether or not as agent, bailee or trustee; (b) the entity's profits, income and receipts; (c) the entity's losses, outgoings and expenditure. begun. arrangement in relation to an index is not ultimately determined, derived from receiver and manager, has been appointed (whether or not by a court) and is of duty. "managing controller" , in relation to property of a corporation, means: (a) a receiver and manager of that property; or. "secured party" has the meaning given by section51B. (2) All persons coming within the definition of promoter in paragraph (1) of this definition may be referred to as founders or organizers or by another term provided that such term is reasonably descriptive of those persons' activities with respect to the issuer. (b) a provision of such a standard as it so has effect. consolidated entity; and, (d) the partners, and senior managers, of any partnership within the partner or employee of a partnership (the partnership firm ) that provides whole, or a substantial part, of the business of the corporation; or, (ii) who has the capacity to affect significantly the corporation's a meaning affected by subsection589(5); and, (g) in Part5A.1 (deregistration, and transfer of registration, of business carried on by the person; and, (ii) the body receives the money in the ordinary course of carrying on a meetings of a company's members), * subsection251A(3) (signing "transmission" means a transmission, by means of electric or electromagnetic North section459E; or. (b) in relation to a restructuring plan: (i) means a small business restructuring practitioner for the plan The IPO proceeds will be held in a trust account until released to fund the business combination or used to redeem shares sold in the IPO. record of the scheme's registration as the responsible entity or temporary "return of particulars" for a company, registered scheme or notified and. WebBusiness combination related shell company. employment. "in Australia" has the meaning given by section102C. Charter. Chapter8A, has the same meaning as in Chapter8A. conveys a message. However, if the absolute value of the change in net assets resulting from operations of the registrant and its subsidiaries consolidated is at least 10 percent lower than the average of the absolute value of such amounts for each of its last five fiscal years, then the registrant may compute both conditions of the income test using the average of the absolute value of such amounts for the registrant and its subsidiaries consolidated for each of its last five fiscal years. The staff understands the phrase fully paid to mean that the consideration received by the registrant satisfies, in both type and amount, the requirements of applicable state corporation law, the registrants certificate or articles of incorporation and bylaws, the resolutions approving the issuance, and any other applicable agreement.3 Because the opinion must be filed before the registration statement becomes effective, the staff does not object if counsel assumes that the registrant will receive the required consideration. The term share means a share of stock in a corporation or unit of interest in an unincorporated person. or payable by the bidder for a security in the bid class under a purchase made a. Counsel or accountant could then explain how holders would be taxed in such circumstances. of information concerning: (a) if offers to dispose of, purchase or exchange the financial product 78m or 78o(d) of this chapter), or form of prospectus) to a shelf registration statement for purposes of complying with section 10(a)(3) of the Act (or if such amendment has not been made within the time period required by section 10(a)(3) of the Act, the date on which such amendment is required); or. Note: Business development company. Counsel or accountant must opine on the tax consequences of the offering, not the manner in which they are described in the prospectus. and. effected in the ordinary course of trading on a financial market together with Principal underwriter. (b) an entity that is, or has been, connected (as defined by If, with respect to an intended tax benefit, counsel are unable to express an opinion that such benefit will be available because of uncertainty in the law or for other reasons, the opinion should so state and also disclose that there is or may be a material tax risk the particular benefit will be disallowed on audit. administration, for: (i) any debts for which the administrator is, or may become, liable more persons appointed as managing controllers). 333-250103-01. "consolidated entity" means a company, registered scheme or disclosing entity "offer-specific prospectus" , in relation to an (ii) the extent and nature of each indemnity. The term predecessor means a person the major portion of the business and assets of which another person acquired in a single succession, or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person. (v) Is not an investment company registered under the Investment Company Act of 1940 (15 U.S.C. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise. paragraph51(20) of the Constitution. (c) rules of court made by the Federal Court, the Supreme Court of the "professional employee" of an individual auditor, audit firm or audit company Please note that, in particular, we are not seeking simply whether a potential business combination candidate has been selected but, rather, are looking more to the type, nature and results to date of any and all diligence, discussions, negotiations and/or other similar activities undertaken, whether directly by the registrant or an affiliate thereof, or by an unrelated third party, with respect to a business combination transaction involving the registrant. in the company, disclosing entity or body covered by paragraph(a), (b), section75. The fairness or accuracy of the prospectus disclosure is not the appropriate subject of the opinion. Note: This paragraph has an extended Target Industry. Most SPACs will specify an industry or geographic focus for their target business or assets. are actual, prospective or contingent and whether they are enforceable or regulations made for the purposes of this definition. "payment period" , in relation to an infringement notice issued under meaning of the Superannuation Industry (Supervision) Act 1993 ; (i) a scheme operated by an Australian ADI in the ordinary course of its subsection1200A(3)). the investment is taken into account in determining the value of the index. The one exception to the consent requirement is Rule 436(f), which addresses the situation in which the local counsels opinion is relied upon in the primary counsels opinion, as described in note 21, above. Product Disclosure Statement; and. (a) when used in Chapter2E (other than in relation to a CCIV) has Securities Act) or any state securities laws and may not be offered or sold in the United States or to United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. If the SPAC is affiliated with a private equity group, the IPO prospectus will typically include disclosure indicating that members of the SPAC management team are employed by the private equity group, which is continuously made aware of potential business opportunities, one or more of which the SPAC may desire to pursue for a business combination. asset-based fees on borrowed amounts); (n) section965 (anti-avoidance of Part7.7A provisions). Division4; and. Note: The winding up of In addition to the contracts and documents described above, the SPAC also adopts bylaws in connection with its formation, which are relatively standardized among Delaware SPACs and contain customary provisions for a publicly traded Delaware corporation. Note: Section295 services with the company to whose key management personnel the recommendation section608. 333-250103. person so appointed, a right, power or remedy existing because of the of the following: (e) for a trust that has only 1 trustee--the trustee; (f) for a trust that has more than 1 trustee--the trustees together. "registered office" , in relation to a company or registered body, means the "AGM" means an annual general meeting of a company that section250N provisions referred to in section53AAA, a meaning affected by that An affiliate of, or person affiliated with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. As compared to operating company IPOs (referred to herein as traditional IPOs), SPAC IPOs can be considerably quicker. requirement. (b) in Chapter2E does not include a company that is not required "firm" , in relation to an administrator, restructuring practitioner or The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include ATMs, public offerings, or strategic investments. given to the secured party under the regulations--such notice is so given; or. declaration is in force under section65. document is reproduced. section1014J. "audited body" , in relation to an audit of a company or registered scheme, or listed notified foreign passport fund means: (a) the prescribed financial market on which the company, scheme or fund Depending on the timing of the transaction, the proxy statement or tender offer materials are required to include two or three years of audited [9] financial statements of the target business, plus unaudited interim financial statements. "registrable superannuation entity" has the same meaning as in the same meaning as it has in Chapter7. For example, In the opinion of counsel, the registrant should be taxed as a partnership. In such cases, the staff expects counsel or accountant to explain why it cannot give a will opinion and to describe the degree of uncertainty in the opinion.44 The registrant should provide risk factor and/or other appropriate disclosure setting forth the risks of uncertain tax treatment to investors.45 The opinion may also state which position the registrant intends to take if challenged by the IRS. (b) exercises an option to have voting shares or other securities issued A description of the law does not satisfy the requirement to provide an opinion on the material tax consequences of the transaction. The term employee does not include a director, trustee, or officer. Delayed offerings off the shelf specifically contemplate a delay between the date of effectiveness and any sale of securities. "court" has the meaning given by section "investment" in a registered scheme means: (b) a legal or equitable interest in an interest in the scheme; or, (c) an option to acquire (whether by way of issue or transfer) an "AASB" means the Australian Accounting Standards Board. (ii) When determining the income component in paragraph (3)(i)(A) of this definition: (A) If a net loss from continuing operations before income taxes (after intercompany eliminations) attributable to the controlling interest has been incurred by either the registrant and its subsidiaries consolidated or the tested subsidiary, but not both, exclude the equity in the income or loss from continuing operations before income taxes (after intercompany eliminations) of the tested subsidiary attributable to the controlling interest from such income or loss of the registrant and its subsidiaries consolidated for purposes of the computation; (B) Compute the test using the average described in this paragraph (3)(ii)(B) if the revenue component in paragraph (3)(i)(B) in this definition does not apply and the absolute value of the registrant's and its subsidiaries' consolidated income or loss from continuing operations before income taxes (after intercompany eliminations) attributable to the controlling interests for the most recent fiscal year is at least 10 percent lower than the average of the absolute value of such amounts for each of its last five fiscal years; and. The term employee benefit plan means any written purchase, savings, option, bonus, appreciation, profit sharing, thrift, incentive, pension or similar plan or written compensation contract solely for employees, directors, general partners, trustees (where the registrant is a business trust), officers, or consultants or advisors. "parent" : without limiting who is a parent of a person for the purposes of (2) For purposes of this definition, the determination date as to whether an issuer is a well-known seasoned issuer shall be the latest of: (i) The time of filing of its most recent shelf registration statement; or, (ii) The time of its most recent amendment (by post-effective amendment, incorporated report filed pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. local agent of the foreign company by virtue of subsection601CG(5). "daily newspaper" means a newspaper that is ordinarily published on each day "Federal Court" means the Federal Court of Australia. The ATM will be effective until December 21, 2024 unless terminated before such date by Equinox Gold or otherwise in accordance with the Equity Distribution Agreement. (ii) if 2 or more persons are appointed under that Part as (b) a registrable body that is a foreign company and: (i) is registered under Division2 of Part5B.2; or, (ii) is not registered under that Division but carries on business financial year; or, (ii) prepares an audit report for the company or the scheme in relation induce a person to make or to offer to make, an agreement: (i) for or with respect to acquiring, disposing of, subscribing for or such a use is in the phrase "any provision of any law" in section100A As a result, in this situation, there will be two legal opinions: one from the depositarys counsel with respect to the ADSs on the Form F-6, and the other from the foreign issuers counsel with respect to the deposited securities on the accompanying registration statement. lineal ancestor, child or remoter issue, or brother or sister of the person. "closed" , in relation to a CSF offer, has the meaning given by In a short-form opinion, the tax disclosure in the prospectus serves as the tax opinion, and the opinion filed as Exhibit 8 to the registration statement confirms this. Unisa is the largest open distance learning institution in Africa, the longest standing dedicated distance education university in the world. Corporations (Aboriginal and Torres Strait Islander) Act 2006 . "eligible for temporary restructuring relief" has the meaning given by Share. issue or transfer of fully paid ordinary shares; (iii) units in fully paid ordinary shares; (b) the deductions are authorised by the contributor in a form which is "foreign passport fund" means a passport fund the home economy for which is "bank or banker" includes, but is not limited to, a body corporate that is an property--the day when the receiver, or receiver and manager, was appointed; offer made under a takeover bid. prescribed financial market operated in this jurisdiction; or. "Replacement Product Disclosure Statement" , when used in a provision outside charge is to be given or executed, whether on demand or otherwise, under an that Chapter) in relation to such a facility or market unless regulations for On the other hand, the staff does not accept an opinion that explicitly excludes consideration of such reported judicial decisions. annual leave, sick leave or any other form of leave of absence from "convertible securities" : securities are convertible into another class of the directors or the company or body. "declaration of indemnities" , in relation to an administrator of a company (b) if the company, scheme or fund is listed on 2 or more the company will be able to pay its debts as and when they become due and 46 See Section II.B.2.a, above, for a discussion of when opinions are required to be provided in shelf offerings, which applies equally to tax opinions. "auditor independence requirements of this Act" means the requirements of offence: (a) against an Australian law or any other law; and. series being made, in the same manner, from any preceding copy in the series. has agreed to guarantee, the repayment of any money deposited or lent to the (ii) the corresponding provisions of the law of a foreign country. review of a financial report for a financial year or a half-year conducted for maintained, under subsection1214(1) or 1274(1); (b) a requirement to provide a particular under section346B. this Act; and, (ii) is included in the official list of a prescribed financial market; (B) Ineligibility will terminate under this paragraph (1)(iv) if an issuer has filed an annual report with audited financial statements subsequent to its emergence from that bankruptcy, insolvency, or receivership process; (v) Within the past three years, the issuer or any entity that at the time was a subsidiary of the issuer was convicted of any felony or misdemeanor described in paragraphs (i) through (iv) of section 15(b)(4)(B) of the Securities Exchange Act of 1934 (15 U.S.C. directions); or. "small company limited by guarantee" has the meaning given by "review auditor" has the meaning given by section324AF. kept under section601CM. (a) in relation to a company but not in relation to a winding up is taken because of Division1A of Part5.6 to have 25 Such assumptions may include, for example, that the number of shares to be offered and sold under the registration statement will not exceed the number of shares authorized in the registrants certificate or articles of incorporation; that the board will have taken all actions, passed all resolutions, etc., necessary to authorize the issuance and sale of the securities; that the specific terms of the securities will have been determined in accordance with all board resolutions or other authorization requirements; and that all required state approvals will have been received (e.g., if the registrant is a state regulated utility). 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