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CSA Staff Notice 45-314 |
First published March 20, 2014 – Revised January 28, 2016
January 28, 2016
Introduction
Modernization of the exempt market regulatory regime is a major priority for the Canadian Securities Administrators (CSA). In keeping with this, CSA members have published or adopted a series of significant initiatives related to prospectus exemptions. This notice describes all of these initiatives in one place for the benefit of industry and investors.
Further information about each initiative, and the text of the new exemptions and proposed amendments, is or will be available on the websites of the following CSA websites:
www.lautorite.qc.ca
www.albertasecurities.com
www.bcsc.bc.ca
nssc.novascotia.ca
www.fcnb.ca
www.osc.gov.on.ca
www.fcaa.gov.sk.ca
www.mbsecurities.ca
Updated List of Initiatives
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Initiatives |
Jurisdiction(s) |
Summary of Latest Developments |
Date |
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Short-Term Debt |
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Short-Term Debt (s. 2.35 of NI 45-106 Prospectus Exemptions)
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All |
In effect: • Amendments to modify the minimum credit rating requirement when an issuer obtains more than one credit rating • Makes this exemption unavailable for securitized products
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May 5, 2015 |
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Short-Term Securitized Products (s. 2.35.1 of NI 45-106)
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All |
In effect: • New prospectus exemption for short-term securitized products (ABCP) with additional credit rating, liquidity and disclosure requirements
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May 5, 2015 |
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Accredited Investor, Minimum Amount and Family, Friends and Business Associates |
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Accredited Investor (s. 2.3 of NI 45-106) |
All |
In effect: • Amendments to require persons relying on the prospectus exemption to obtain a signed risk acknowledgement from certain individual accredited investors • Expanded guidance on steps issuers can take to verify accredited investor status • Introduced family trusts as a category of accredited investor
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May 5, 2015 |
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ON |
In effect: • Amendments to the definition of accredited investor to allow fully managed accounts to purchase investment fund securities using the managed account category of the prospectus exemption
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May 5, 2015 |
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$150,000 Minimum Amount Investment (s. 2.10 of NI 45-106)
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All |
In effect: • Amendments to restrict the prospectus exemption to distributions to non-individual investors
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May 5, 2015 |
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Family, Friends and Business Associates (s. 2.5 and s. 2.6.1 of NI 45-106)
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ON
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In effect: • New prospectus exemption for non-investment fund issuers similar to the FFBA exemption in other CSA jurisdictions • Repeal of existing founder, control person and family prospectus exemption
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May 5, 2015 |
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Existing Security Holder, Rights Offering and Investment Dealer |
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Existing Security Holder (General and blanket orders in jurisdictions other than AB and ON
s. 3 of ASC Rule 45-516 Prospectus Exemptions for Retail Investors and Existing Security Holders in AB
s. 2.9 of OSC Rule 45-501 Ontario Prospectus and Registration Exemptions in ON)
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BC, AB, SK, MB, QC, NL, NB, NS, PE, YK, NT, NU
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In effect: • New prospectus exemption to allow issuers listed on certain Canadian stock exchanges to distribute securities to existing security holders in prescribed circumstances
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March 13, 2014 |
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ON |
In effect: • New prospectus exemption to allow non-investment fund issuers listed on certain Canadian stock exchanges to distribute securities to existing security holders in prescribed circumstances
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February 11, 2015
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Rights Offering (s. 2.1 of NI 45-106) |
All |
In effect: • Streamlined prospectus exemption to allow reporting issuers to raise capital by issuing rights to existing security holders • Securities are subject to seasoning period
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December 8, 2015
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Investment Dealer Exemption (General and blanket orders in jurisdictions other than AB
s. 4 of ASC Rule 45-516 Prospectus Exemptions for Retail Investors and Existing Security Holders in AB)
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BC, AB, SK, MB, NB |
In effect: • New prospectus exemption to allow issuers listed on a Canadian exchange to raise any amount of money from any investor who has received suitability advice from a registered investment dealer
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January 14, 2016
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Offering Memorandum, Crowdfunding and Start-up Business |
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Start-up Crowdfunding (Start-up Crowdfunding general and blanket orders)
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BC, SK, MB, QC, NB, NS |
In effect: • New prospectus and registration exemptions for start-up and early stage businesses
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May 14, 2015 |
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Start-up Business (proposed MI 45-109 Prospectus Exemption for Start-up Businesses)
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AB, NU |
Published for comment: • Proposed prospectus exemption for small and early-stage businesses
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October 19, 2015 |
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Offering Memorandum (s. 2.9 of NI 45-106) |
ON
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In effect: • New prospectus exemption for non-investment fund issuers similar to the offering memorandum exemption published by AB, SK, QC, NB and NS on October 29, 2015
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January 13, 2016 |
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AB, SK, QC, NB, NS |
Advance notice of adoption: • Amendments to introduce new investor protection measures, including rolling investment limits, incorporation by reference of marketing materials and certain limited disclosure requirements for non-reporting issuers following a distribution
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October 29, 2015 (intended to be in force April 30, 2016) |
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Crowdfunding (MI 45-108 Crowdfunding)
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SK |
Advance notice of adoption: • New prospectus exemption for non-investment fund issuers • Registration framework for online funding portals as a dealer
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January 25, 2016 (implementation date subject to Ministerial approval)
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MB, ON, QC, NB, NS
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In effect: • New prospectus exemption for non-investment fund issuers • Registration framework for online funding portals as a dealer
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January 25, 2016
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Report of Exempt Distribution |
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Report of Exempt Distribution (Proposed Form 45-106F1)
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All |
Published for comment: • Proposal to introduce harmonized report of exempt distribution in Form 45-106F1
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August 13, 2015 |
Questions
Please refer your questions to any of the following:
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British Columbia Peter Brady Director, Corporate Finance British Columbia Securities Commission 604-899-6570 Toll free across Canada: 800-373-6393 |
Elliott Mak Senior Legal Counsel, Corporate Finance British Columbia Securities Commission 604-899-6501 Toll free across Canada: 800-373-6393
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Alberta Jonathan Taylor Manager, CD Compliance & Market Analysis, Corporate Finance Alberta Securities Commission 403-297-4770
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Denise Weeres Manager, Legal, Corporate Finance Alberta Securities Commission 403-297-2930
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Saskatchewan Sonne Udemgba Deputy Director, Legal, Securities Division Financial and Consumer Affairs Authority of Saskatchewan 306-787-5879
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Tony Herdzik Deputy Director, Corporate Finance, Securities Division Financial and Consumer Affairs Authority of Saskatchewan 306-787-5849 |
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Manitoba Chris Besko Director, General Counsel The Manitoba Securities Commission 204-945-2561
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Ontario Jo-Anne Matear Manager, Corporate Finance Ontario Securities Commission 416-593-2323
Denise Morris Senior Legal Counsel, Compliance and Registrant Regulation Ontario Securities Commission 416-595-8785
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Marah Smith Legal Counsel, Corporate Finance Ontario Securities Commission 416-204-8969
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Québec Alexandra Lee Senior Regulatory Advisor Corporate Finance Autorité des marchés financiers 514-395-0337, ext. 4465
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Senior Securities Analyst Corporate Finance Autorité des marchés financiers 514-395-0337, ext. 4414 |
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New Brunswick Susan W. Powell Deputy Director, Securities Financial and Consumer Services Commission (New Brunswick) 506-643-7697
Nova Scotia Kevin Redden Director, Corporate Finance Nova Scotia Securities Commission 902-424-5343
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Prince Edward Island Steve Dowling General Counsel Consumer, Labour and Financial Services Division Department of Environment, Labour and Justice Government of Prince Edward Island 902-368-4551
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Newfoundland and Labrador John O’Brien Superintendent of Securities Service NL Government of Newfoundland & Labrador 709-729-4909
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Nunavut Jeff Mason Director of Legal Registries Department of Justice Government of Nunavut 867-975-6591
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Northwest Territories Thomas Hall Superintendent of Securities Department of Justice Government of the Northwest Territories 867-873-7490
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Yukon Rhonda Horte Deputy Superintendent Office of the Yukon Superintendent of Securities Yukon Government 867-667-5466
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