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Canadian Securities Regulatory Monitor News and Insight

Tag Archives: prospectus exemptions

Accessing Foreign Capital Markets Just Got Easier for Issuers in British Columbia

Posted in Capital Markets

On October 31, 2017, the British Columbia Securities Commission (BCSC) published a blanket order granting new exemptions to the prospectus requirement to British Columbia issuers seeking to access foreign capital markets. The order revokes and replaces BC Instrument 72-503 Distribution of Securities outside British Columbia (BCI 72-503).

The new BCI 72-503 introduces three exemptions – (i) the private placement exemption, (ii) the public offering exemption and (iii) the testing of the waters exemption – that eliminate the need to file a Canadian prospectus in connection with most distributions to investors outside British Columbia and aim to reduce the administrative burden … Continue Reading

The State of Private Placements in Canada: OSC Publishes Update on Exempt Financings Market

Posted in Capital Markets, Exempt Market Dealers, OSC, SEC

The Ontario Securities Commission recently published a report summarizing capital raising activity by issuers in Ontario’s exempt market. Findings from the report include:

  • increased activity in 2016
  • significant participation from foreign issuers, including the U.S.
  • no reported use of Ontario’s new crowdfunding rule

In June 2017, the Ontario Securities Commission (the “OSC”) published OSC Staff Notice 45-715 2017 Ontario Exempt Market Report (the “Report”), which summarizes capital raising activity in Ontario’s exempt market (i.e. financings made other than by way of a prospectus).

The Report is a useful resource for businesses looking to raise capital from Canadian investors, including businesses … Continue Reading

OSC Clarifies Regulation of Out of Canada Distributions

Posted in Industry News, OSC, Proposals, Requests for Comment

The Ontario Securities Commission (the “OSC”) is seeking comment on Proposed OSC Rule 72-503 – Distributions Outside of Canada and its related companion policy (the “Proposed Rule”), to eliminate longstanding uncertainty about how outside of Canada distributions of securities will be regulated.

Purpose of the Proposed Rule

A distribution of securities by an issuer to foreign investors may or may not fall under the jurisdictional scope of the Securities Act (Ontario) (the “Act”) depending on the connecting factors to Ontario (e.g. the issuer having an active trading market in Ontario or a head office in Ontario).

In an interpretation note … Continue Reading

Leveraging Crowdfunding: Adopting the Model at the Enterprise Level

Posted in OSC, Proposals

As noted in earlier blog posts here and here, the Ontario Securities Commission (“OSC”) initiated a consultation process in March 2014 on a proposed capital raising prospectus exemption aimed specifically at crowdfunded equity offerings (the “Crowdfunding Exemption”). This proposed exemption may allow businesses in Ontario to access capital (up to a maximum of $1.5 million in equity in any 12-month period) from a potentially large number of investors using an online “portal” platform that would be registered with the securities regulators. Currently, the OSC is in the process of reviewing public comments relating to the … Continue Reading

Canadian Securities Regulators Release Three-Year Business Plan

Posted in CSA, Industry News

Last week, the CSA released its three-year business plan for the period April 1, 2013 through to March 31, 2016.

The plan is designed to reflect CSA members’ commitment towards enhancement of the Canadian regulatory framework, with particular emphasis on the implementation of investor protection initiatives. The key CSA priorities include:

  • retail investor protection;
  • capital raising by small and medium sized enterprises and review of available prospectus exemptions;
  • shareholder democracy and protection;
  • market regulation; and
  • enforcement effectiveness.
Continue Reading