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Canadian Securities Regulatory Monitor News and Insight

Category Archives: Capital Markets

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TSX Releases Guidance with Respect to Pricing a Prospectus Offering or Private Placement where there is Undisclosed Material Information

Posted in Capital Markets, Corporate Finance

On October 11, 2016, TSX released guidance with respect to pricing a prospectus offering or private placement where there is undisclosed material information. This guidance will be of particular interest to TSX-listed companies contemplating a prospectus offering or private placement of securities, where the proceeds of such financing are to be used to fund an acquisition.

On October 11, 2016, Toronto Stock Exchange (TSX) issued Staff Notice 2016-0006 (the Notice), providing guidance with respect to pricing a prospectus offering or private placement where there is undisclosed material information. This guidance will be of particular interest to TSX-listed … Continue Reading

Changes to Offering Memorandum Exemption Regime

Posted in Amendments, Autorités canadiennes en valeurs mobilières, Capital Markets, Exempt Market Dealers

On October 29, the securities regulatory authorities in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan (collectively, the “Participating Jurisdictions”) published Multilateral CSA Notice of Amendments to National Instrument 45-106 Prospectus Exemptions Relating to the Offering Memorandum Exemption (the “OM Exemption”) to make the offering memorandum exemption, found in section 2.9 of National Instrument 45-106 available in all jurisdictions of Canada.

The OM Exemption allows an issuer to offer securities to certain categories of investors without the requirement of a prospectus. The investments permitted under this exemption, in the Participating Jurisdictions where it is already … Continue Reading

Disclosure Watch: CSA Increases Number of Continuous Disclosure Reviews

Posted in Capital Markets, Compliance and Supervision, Continuous and Timely Disclosure, CSA

On July 16, 2015, the Canadian Securities Administrators (CSA) published the summary of the results of their annual continuous disclosure (CD) review program of reporting issuers (other than investment funds) for issuers with a fiscal year end of March 31, 2015 in CSA Staff Notice 51-344 – Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2015 (Staff Notice).… Continue Reading

TSX Provides Guidance to Issuers with Significant Connections to Emerging Market Jurisdictions

Posted in Capital Markets, Corporate Finance

Earlier this week the Toronto Stock Exchange (the “TSX”) published Staff Notice 2015-0001 (the “notice”), providing guidance to applicants and issuers with significant connections to emerging market jurisdictions (“Emerging Market Issuers”) in an attempt to improve transparency in respect of the TSX practices and procedures with a view to facilitating the listing process and supporting successful listings on the TSX. A corporate finance bulletin outlining the same guidance principals with respect to listings on the TSX Venture Exchange was concurrently released.… Continue Reading