New Filing Fee Table Exhibit Requirements Affect All Shelf Takedowns

• Published date: 07 February 2022
• Subject Matter: Corporate/Commercial Law, Corporate and Company Law, Securities
• Law Firm: Mayer Brown
• Author: Mr Bradley Berman

Effective Monday, January 31, 2022, the filing fee table exhibit requirements changed for many Securities Act and Exchange Act filings. For capital markets practitioners, it is important to now 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 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 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 a 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 "Filing Fee Disclosure and Payment Methods Modernization" release is available here.

The Securities Act, Exchange Act and Investment Company Act forms affected by the new changes 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...