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U.S. Securities and Exchange Commission

Securities Act of 1933
Form F-7

February 1, 2017

Response of the Office of International Corporate Finance
Division of Corporation Finance

Cassels Brock & Blackwell LLP
2100 Scotia Plaza
40 King Street West
Toronto, Ontario M5H 3C2

Latham & Watkins
555 11th Street, NW
Washington, DC 20004


Use of Form F-7 for Canadian Rights Offerings under National Instrument 45-106
Incoming letter dated February 1, 2017

Based on the representations and facts presented in your letter, the staff of the Division of Corporation Finance has no objection to the use of Form F-7 to register under the Securities Act of 1933 a rights offering conducted in Canada by a Canadian reporting issuer under Section 2.1 of Canada’s National Instrument 45-106 – Prospectus Exemptions, as amended by the Canadian Securities Administrators. We note that the Form F-7 would include the notice and offering circular filed with the appropriate Canadian securities commission.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion.


/s/ Michele M. Anderson

Michele M. Anderson
Associate Director (Legal)

cc: Alexander F. Cohen, Latham & Watkins LLP
André Boivin, Cassels Brock & Blackwell LLP

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 02/03/2017