Stock Exchange Regulatory Documentation & Public Domain Disclosure
Today’s equity transactions invariably require a flexible approach to address the complexities of multi-staged and multi-jurisdictional reporting requirements encompassing fully integrated companies with international multi-commodity operations. This combined with mineral assets at differing stages of development requires a unified approach combining a thorough understanding of the listing and technical disclosure requirements in each reporting jurisdiction. Our technical reports are tailored to balance detailed compliance with volume, whilst taking cognisance of the specific considerations of the transaction sponsor and advisor audience. Technical reports produced by SRK include:
- Mineral Experts’ Reports: CESR Recommendations for publication in European Prospectuses;
- Competent Persons’ Reports: Alternative Investment Market of the London Stock Exchange; Section 12 of the Listing Requirements of the Johannesburg Stock Exchange; and the ALTx;
- 43-101F1 Technical Report: National Instrument 43-101 Standards of Disclosure for Mineral Projects and regulated by the Canadian Securities Administrators (“CSA”);
- Independent Specialist Reports: published in support of Independent Expert’s Reports (Section 640 of the Corporations Act of Australia); and
- Supplemental Information Forms: Securities Exchange Commission of the United States of America.
The qualitative and quantitative data included in our technical reports ensure full compliance with the relevant internationally recognised reporting codes and declarations for Mineral Resources and Ore Reserves. Where appropriate SRK also includes mineral asset valuations which conform to the relevant valuation codes, specifically: the CIMVAL Code (2003); the SAMVAL Code (2008); and the VALMIN Code (2005).
For class transactions not requiring full technical reports SRK also provides tailored IRRC compliant opinion letters which focus only on the Mineral Resource and Ore Reserve statements supported by the minimum quantitative and qualitative technical data required to ensure compliance with the obligations of Materiality, Transparency and Competency.
Our approach in undertaking such mandates combines consultation with the sponsor company and transactional advisors (financial, legal and accounting) to establish a full understanding of the key components. This includes: the mineral asset base, effective dates, structure and class, use of proceeds, timeline and jurisdiction(s), including the principal regulatory authority. This initial assessment combined with our collective multi-disciplinary technical expertise, consultative access to regulatory authorities on a no-name basis and understanding of the downstream advisor reliance (environmental liabilities, working capital and impairment tests) ensures that documentation strikes an appropriate balance between technical compliance, materiality, transparency and regulatory dispensation (e.g. prejudicial disclosure; proprietary technology; commercially sensitive contracts).
SRK’s due diligence process provides for structured validation and verification which may include multi-disciplinary site visits to confirm technical data integrity and establish a foundation for our independent, clear and unambiguous technical opinion. Our technical reports, be they structured on an asset or discipline basis are specifically tailored to enable efficient correlation with the cross-referenced components of the host prospectus/offering memoranda (circular) as well as limiting the need for excessive reliance statements. Their publication is also supported by ‘no material change statements’ and consent letters structured to meet the requirements of the appropriate regulatory authority.
Our market recognition as a name brand independent consultant with experience in such commissions is exemplified by a combination of:
- An extensive portfolio of technical reports in support of prospectuses, offering circulars, offering memoranda and private placement memoranda encompassing the entire suite of commodities. To date the combined value of these transactions exceed USD 50bn;
- a well established working relationship with transactional advisors (including sponsoring brokers, financial advisors, legal practices and reporting accountants) in the majority of international finance markets;
- a tailored approach which provides appropriate input to IPOs, GDRs, ADRs, 20-F, annual reports, qualified institutional buyers and accredited investors;
- access to a technical representative(s) of various regulatory authorities as exemplified by input to the generation/updating of the principal regulatory listing requirements in all principal jurisdictions; and
- nomination as technical readers on certain regulatory panels.
The SRK Group’s technical consultants located in 45 offices on six different continents enables rapid identification and management of resources to meet the high demands normally associated with such mandates.