Effective Monday, January 31, 2022, the filing fee table exhibit requirements changed for many Securities Act and Exchange Act filings.14 For capital markets practitioners, it is important to know that all Rule 424 final prospectus filings for shelf takedowns, from either Form S-3 or Form F-3, will require a separate filing fee exhibit, whether or not fees were prepaid. For "pay-as-you-go" filers relying on Rule 456(b), amended Rule 424(g)(1) and the relevant form (S-3 or F-3) requires a very specific table format. General Instruction II.F. and Item 16(b) of Form S-3 have been amended, as have been General Instruction II.G. and Item 9(b) of Form F3. Examples of the new tables and detailed instructions are in Item 16(b) of Form S-3 and Item 9(b) of Form F3.
The amendments move the filing fee table update for "pay-as-you-go" from the cover of the prospectus supplement to a separate exhibit. For Rule 424 filings that are not using "pay-as-you-go," Rule 424(g)(2) does not require the use of a table, but the maximum aggregate amount or maximum aggregate offering price of the securities to which the prospectus relates, and a statement that the prospectus is the final prospectus for the offering, are required to be included in the narrative.
The new requirements also affect filings where unused securities or fees are being carried forward from an existing registration statement to a newly filed registration statement, and also when a combined prospectus is being used under Rule 429.
The new changes affect 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 Company Act.
Footnote
14 The "Filing Fee Disclosure and Payment Methods Modernization" release is available at: https://www.sec.gov/rules/final/2021/33-10997.pdf
Originally published in REVERSEinquiries: Volume 5, Issue
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