Going public via a Capital Pool Company (CPC) qualifying transaction is currently the most common way for companies in Canada to enter the public market
What is a CPC?
A CPC is a shell company that is set up to raise capital, with the purpose of joining with an existing private company to go public through a process called a qualifying transaction.
An attractive alternative to the traditional IPO
CPCs have similar objectives to traditional IPOs in that they both want the advantages of Canadian capital markets. CPCs offer an attractive alternative to the traditional IPO process in that the rules and regulations surrounding CPCs and qualifying transactions are less rigid, making the overall process more straightforward.
How it works
The qualifying transaction consists of the CPC being acquired by a private company, in essence graduating from a shell company to a company that now has capital and commercial operations attached to it. Once the transaction is complete, the newly formed public company is listed on Canada’s TSX Venture Exchange.
The road to reaching a qualifying transaction can occur either by a private company locating a CPC for acquisition, or the CPC locating a suitable private company. Whether you are the CPC or the private company, once both parties have been identified, the next step should be enlisting a service provider to oversee the qualifying transaction.
Sign up for Computershare’s webinar with Canadian Lawyer, featuring guests from BLG and TSX Venture Exchange
Understanding Capital Pool Companies and emerging trends
Computershare’s CPC transaction and ongoing services — a one stop shop solution
When you engage Computershare to manage your CPC transaction, we get straight to work, outlining responsibilities, tasks and goals for all involved stakeholders, helping ensure everything runs smoothly and efficiently. Completing this transaction is just the beginning stage of life as a public company. Computershare provides many of the services public companies need from day one, and ongoing services for continued growth and success. Our full-service delivery model includes:
CPC/IPO Launch
Pre-IPO Activities
Computershare IPO onboarding portal
Dedicated client care team
Transfer agent and escrow agent selection
Coordination of appointment closing documentation
Issuance of common and escrow shares
Business Combination / Qualifying Transaction
Skilled, Dedicated Support
Executive management
Dedicated relationship manager
Subject matter experts to assist with:
Onboarding
Shareholder inquiries/transactions
Treasury
Reporting
Audit
Escrow
Growth & Management – Newly Listed Issuer
Ongoing transfer agency services
Corporate governance support
Equity plan administration
Entity compliance services
Board management tools
Unclaimed property management
Warrant agent services
Ongoing annual meeting services
Why choose Computershare for your CPC qualifying transaction?
With offices in each major region of Canada, you’ll have direct access to resources in your area. We have more than 700 employees throughout our offices in Vancouver, Toronto, Montreal and Calgary dedicated to grow with you as an organization. With Computershare as your partner, the support you need is always just a phone call or visit away.
Along with the benefit of working with a partner that can provide regional support, is working with a partner with a global footprint. Computershare’s worldwide network of offices and operations provides us with unique insights from around the world and knowledge capital in nearly every major financial market. We have over 14,000 employees in 21 countries, and 5 continents where we integrate best practices and innovative developments to strengthen our competitive advantage for our clients. The advantage of our global footprint includes the economies of scale to maintain robust compliance, audit, risk, anti-fraud, disaster recovery and business continuity planning programs – offering peace of mind to our clients and their stakeholders.
Computershare continuously looks for ways to improve process and experience. Our IPO onboarding portal is a tool built with collaboration in mind, bringing new issuers and their advisors together to collaborate in a secure environment. IPO documents and data can be shared securely; stakeholders can collaborate on tasks simultaneously; deadlines, reminders and alerts can be set; and progress can be tracked, to ensure goals are met.
Computershare’s proprietary recordkeeping systems and other software used for ongoing administration are supported by our technology division of 1,000+ people worldwide. You will have real-time access to all your registry data in Computershare’s Issuer Online platform, and your investors will enjoy the simple, intuitive navigation and industry leading functionality of our Investor Centre site to manage their investor portfolio online. You’ll also be able to offer your shareholders an ecosystem of modern communication channels such as online chat, traditional web, Interactive Voice Response system and live customer service channels.
Our services scale to meet the changing needs of companies over time. We provide all core registry related services such as transfer agency recordkeeping and annual meeting services – and services companies need as they grow – M&A corporate event processing, entity management, corporate governance services, equity plan administration. With one partner that can handle it all, there’s no need to juggle multiple vendor relationships.
Each CPC transaction is assigned a relationship manager (RM) as point person who is supported by a care team, working hard behind the scenes on your transaction. Your RM and care team are skilled at addressing the unique needs of emerging issuers and will continue to support your account once your transaction is complete and moves into day-to-day operations. This continuity provides you with access to professionals that know your company’s culture and business and are focused on your ongoing success from the start.
Our expert team
Each IPO we oversee is assigned a dedicated, expert IPO service team. With experience supporting hundreds of IPOs, our team has the knowledge and expertise to make every IPO a success. Each of our clients is also assigned a relationship manager at the start of the IPO, to build client knowledge and history, and provide further support along the way. Relationship managers are assigned in part based on geographic location, providing an optimum level of ongoing local support.
Mike Tuff
Senior Vice President, Markets & Client Development
Tara Israelson
General Manager, Registry Services – Enterprise Issuers
David Cavasin
General Manager, Registry Services – Emerging Issuers
Mike Tuff
Senior Vice President, Markets & Client Development
Tara Israelson
General Manager, Registry Services – Enterprise Issuers
David Cavasin
General Manager, Registry Services – Emerging Issuers
The advantages of Capital Pool Companies during periods of market uncertainty
Read Computershare’s interview with Canadian Lawyer
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If you are considering going public, you will need an experienced transfer agent. Learn more about our full range of solutions for your IPO and moving forward as a public company.