CANADA: Canadian Securities Regulators Streamline Disclosure Requirements for Private Foreign Securities Offerings to Certain Canadian Investors

Friday June 26 2015

The Canadian Securities Administrators (CSA) has announced the final implementation of amendments to National Instrument 33-105 Underwriting Conflicts (NI 33-105). Also published in final form are related CSA Multilateral Instrument 45-107 Listing Representation and Right of Action Disclosure Exemptions, Ontario amendments to OSC Rule 45-501 Ontario Prospectus and Registration Exemptions and an Ontario-specific amendment to Form 45-106F1 Report of Exempt Distribution.

Together, these amendments provide limited exemptions from certain disclosure requirements for offerings of foreign securities made in Canada on a private placement basis to permitted clients. Permitted clients are institutional and other sophisticated investors.

The purpose of the amendments is to eliminate the need to prepare a “wrapper” when foreign issuers offer securities in Canada to permitted clients under a prospectus exemption. A wrapper contains prescribed Canadian disclosure and other optional disclosure that is attached to the face of the foreign offering document.

All three sets of amendments were initiated to codify exemptive relief previously granted to certain dealers that participate in private placement offerings of foreign securities in Canada. Provided all necessary ministerial approvals are obtained, the amendments will come into effect on September 8, 2015.

Click on the link above for further details.