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New Filing Fee Chart Exposure Requirements Affect All Shelf Withdrawals – Corporate/Commercial Law


United States: New Deposit Fee Chart Exposure Requirements Affect All Shelf Withdrawals

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Effective Monday, January 31, 2022, the filing fee schedule exposure requirements have changed for many Securities Act and Exchange Act filings. For financial market practitioners, it is important to know now that all final prospectus filings under Rule 424 for pending withdrawals from Form S-3 or Form F-3 will require a separate exhibit on filing fees, whether or not the fees have been prepaid. For “pay as you go” filers relying on rule 456(b), amended rule 424(g)(1) and the corresponding form (S-3 or F-3) require a very specific. General instruction II.F. and Item 16(b) of Form S-3 have been amended, as has General Instruction II.G. and Item 9(b) of Form F-3. Examples of the new tables and detailed instructions are in Item 16(b) of Form S-3 and Item 9(b) of Form F-3.

The amendments move the update to the table of filing fees for “pay as you go” from the cover of the prospectus supplement to a separate exhibit. For Rule 424 filings that do not use “pay as you go”, Rule 424(g)(2) does not require the use of a table, but the maximum aggregate amount or the maximum aggregate offering price of the securities to which the prospectus relates, and a statement that the prospectus is a definitive prospectus for the offering, must be included in the narrative.

The new requirements also affect filings when unused securities or fees are carried over from an existing registration statement to a newly filed registration statement, and also when a multiple prospectus is used under Rule 429.

The “Disclosure of deposit fees and modernization of payment methods” version is available here.

The Securities Act, Exchange Act and Investment Company Act forms affected by the new amendments are forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4 , F-10, N-14, SF-1 and SF-3 under the Securities Act, schedules 13E-3, 13E-4F, 14A, 14C, TO and 14D-1F under the Exchange Act, and forms 24F-2 and N-2 under the Investment Companies Act.

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This article by Mayer Brown provides information and commentary on interesting legal issues and developments. The foregoing is not a complete treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action regarding the matters discussed here.

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