Securities Law & Instruments

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CSA Staff Notice 45-314
Consolidated List of Current CSA Exempt Market Initiatives



March 20, 2014

Introduction

Modernization of the exempt market regulatory regime is a major priority for the Canadian Securities Administrators (CSA). In keeping with this, CSA members are publishing 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.

Although CSA members have substantially harmonized the prospectus exemptions and amendments to prospectus exemptions, market participants will note some differences. Some of these can be explained by differences in local markets and the fact that certain prospectus exemptions are proposed for the first time in some jurisdictions.

List of Initiatives (organized by Exemption and Date Published)

Prospectus Exemption

Jurisdiction

Summary of Latest Developments

Date (2014)

 

Short-Term Debt (s. 2.35 of NI 45-106{1})

All

Publication for comment

January 23

 

 

 

Proposal to modify the minimum credit rating requirement when an issuer obtains more than one credit rating

 

 

Short-Term Securitized Products (proposed s. 2.35.2 of NI 45-106)

All

Publication for comment

January 23

 

 

 

Proposal to introduce a new prospectus exemption for short-term securitized products (ABCP) with additional credit rating, liquidity and disclosure requirements

 

 

Accredited Investor (s. 2.3 of NI 45-106)

All

Publication for comment

February 27

 

 

 

Proposal to require persons relying on the prospectus exemption to obtain a signed risk acknowledgement from certain individual accredited investors

 

 

 

 

Proposal regarding additional guidance on steps issuers can take to verify accredited investor status

 

 

 

ON

Publication for comment

February 27

 

 

 

Proposal to amend the definition of accredited investor in Ontario to allow fully managed accounts to purchase investment fund securities using the managed account category of the prospectus exemption

 

 

$150,000 Minimum Amount Investment (s. 2.10 of NI 45-106)

All

Publication for comment

February 27

 

 

 

Proposal to restrict the prospectus exemption to distributions to non-individual investors

 

 

Report of Exempt Distribution (Forms 45-106F1 and F6)

All

Publication for comment

February 27

 

 

 

Proposal to gather additional information on the purchaser's category of accredited investor, the issuer's industry and persons being compensated in connection with the exempt distribution

 

 

Existing Security Holder (Multilateral Notice 45-313 Prospectus Exemption for Distributions to Existing Security Holders)

BC, AB, SK, MB, QC, NB, NS, PE, YK, NT NU

Adoption by local blanket order or rule of new prospectus exemption

March 13

 

 

 

Issuers listed on certain Canadian stock exchanges may distribute securities to existing security holders in prescribed circumstances

 

 

Existing Security Holder (proposed s. 2.9 of OSC Rule 45-501 Ontario Prospectus and Registration Exemptions)

ON

Publication for comment

March 20

 

 

 

Proposal to introduce a new prospectus exemption that would allow non-investment fund issuers listed on certain Canadian stock exchanges to distribute securities to existing security holders in prescribed circumstances

 

 

Offering Memorandum (s. 2.9 of NI 45-106)

AB, SK, QC

Publication for comment

March 20

 

 

 

Proposal to impose new annual caps on the amount that can be raised from an individual, to address marketing materials and to require annual financial statements

 

 

 

ON

Publication for comment

March 20

 

 

 

Proposal to introduce an offering memorandum prospectus exemption similar to the exemption available in certain other CSA jurisdictions (as proposed to be amended) for non-investment fund issuers

 

 

 

NB

Publication for comment

March 20

 

 

 

Proposal to adopt an offering memorandum prospectus exemption on the same terms as in Ontario

 

 

Family, Friends and Business Associates (s. 2.5 and proposed s. 2.6.1 of NI 45-106)

ON

Publication for comment

March 20

 

 

 

Proposal to introduce a family, friends and business associates prospectus exemption similar to those in other CSA jurisdictions for non-investment fund issuers

 

 

Crowdfunding (proposed MI 45-108 Crowdfunding)

SK, MB, ON, QC, NB, NS

Publication for comment

March 20

 

 

 

Proposal to introduce a new crowdfunding prospectus exemption for non-investment fund issuers and an associated registration regime for online funding portals

 

 

Crowdfunding (proposed Start-Up Crowdfunding general and blanket orders)

SK, MB, QC, NB, NS

Publication for comment

March 20

 

 

 

Proposal to introduce new crowdfunding prospectus and registration exemptions for non-reporting issuers similar to Saskatchewan's existing regime{2}

 

 

Crowdfunding (BC Notice 2014/03 Start-Up Crowdfunding)

BC

Request for comment

March 20

 

 

 

Request for comment on introducing new crowdfunding prospectus and registration exemptions for non-reporting issuers similar to Saskatchewan's existing regime{2}

 

 

Report of Exempt Distribution (proposed Forms 45-106F10 and F11)

AB, SK, ON, NB

Publication for comment

March 20

 

 

 

Proposal to introduce two new reports of exempt distribution, one for investment funds and the other for non-investment fund issuers

 

The text of the new exemptions and proposed amendments is or will be available on websites of CSA jurisdictions, including:

www.lautorite.qc.ca
www.albertasecurities.com
www.bcsc.bc.ca
www.nssc.gov.ns.ca
www.fcnb.ca
www.osc.gov.on.ca
www.fcaa.gov.sk.ca
www.msc.gov.mb.ca

Questions

Please refer your questions to any of the following:

British Columbia
Peter Brady
Leslie Rose
Director, Corporate Finance
Senior Legal Counsel, Corporate Finance
British Columbia Securities Commission
British Columbia Securities Commission
604-899-6570
604-899-6654
Toll free across Canada: 800-373-6393
Toll free across Canada: 800-373-6393
pbrady@bcsc.bc.ca
lrose@bcsc.bc.ca
 
Alberta
Jonathan Taylor
Denise Weeres
Manager, CD Compliance & Market Analysis,
Manager, Legal, Corporate Finance
Corporate Finance
Alberta Securities Commission
Alberta Securities Commission
403-297-2930
403-297-4770
denise.weeres@asc.ca
jonathan.taylor@asc.ca
 
Saskatchewan
Sonne Udemgba
Tony Herdzik
Deputy Director, Legal, Securities Division
Deputy Director, Corporate Finance, Securities Division
Financial and Consumer Affairs Authority of
Financial and Consumer Affairs Authority of Saskatchewan
Saskatchewan
306-787-5849
306-787-5879
tony.herdzik@gov.sk.ca
sonne.udemgba@gov.sk.ca
 
Manitoba
Chris Besko
Legal Counsel -- Deputy Director
The Manitoba Securities Commission
204-945-2561
cbesko@gov.mb.ca
 
Ontario
Jo-Anne Matear
Elizabeth Topp
Manager, Corporate Finance
Senior Legal Counsel, Corporate Finance
Ontario Securities Commission
Ontario Securities Commission
416-593-2323
416-593-2377
jmatear@osc.gov.on.ca
etopp@osc.gov.on.ca
 
Maria Carelli
Melissa Schofield
Senior Accountant, Compliance and
Senior Legal Counsel, Investment Funds
Registrant Regulation
Ontario Securities Commission
Ontario Securities Commission
416-595-8777
416-593-2380
mschofield@osc.gov.on.ca
mcarelli@osc.gov.on.ca
 
Québec

 

Sylvie Lalonde
Patrick Théorêt
Director, Policy and Regulations Department
Director, Corporate Finance
Autorité des marchés financiers
Autorité des marchés financiers
514-395-0337, ext. 4461
514-395-0337, ext. 4381
sylvie.lalonde@lautorite.qc.ca
patrick.theoret@lautorite.qc.ca
 
New Brunswick
Susan W. Powell
Deputy Director, Securities
Financial and Consumer Services
Commission (New Brunswick)
506-643-7697
susan.powell@fcnb.ca
 
Nova Scotia
Shirley Lee
Kevin Redden
Director, Policy and Market Regulation
Director, Corporate Finance
Nova Scotia Securities Commission
Nova Scotia Securities Commission
902-424-5441
902-424-5343
leesp@gov.ns.ca
reddenkg@gov.ns.ca
 
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
sddowling@gov.pe.ca
 
Newfoundland and Labrador
Nunavut
Don Boyles
Louis Arki
Superintendent of Securities (by interim)
Director, Legal Registries
Securities Commission of Newfoundland and
Department of Justice, Government of Nunavut
Labrador
867-975-6587
Government of Newfoundland & Labrador
larki@gov.nu.ca
709-729-4501
dboyles@gov.nl.ca
 
Northwest Territories
Yukon
Gary MacDougall
Rhonda Horte
Superintendent of Securities
Deputy Superintendent
Office of the Superintendent of Securities
Office of the Yukon Superintendent of Securities
Government of the Northwest Territories
Yukon Government
867-873-7490
867-667-5466
gary_macdougall@gov.nt.ca
Rhonda.Horte@gov.yk.ca

{1} National Instrument 45-106 Prospectus and Registration Exemptions.

{2} Based on General Order 45-925 Saskatchewan Equity Crowdfunding Exemption. Saskatchewan is not revoking its Order but is republishing its Order as multilateral relief with Québec, New Brunswick and Nova Scotia.

 

APPENDIX A

List of Ontario Initiatives

The following is a summary of current exempt market initiatives in Ontario.

Prospectus Exemption

Summary of Latest Developments

Date Published (2014)

 

Short-Term Debt (s. 2.35 of NI 45-106)

Publication for comment

January 23

 

 

Proposal to modify the minimum credit rating requirement when an issuer obtains more than one credit rating

 

 

Short-Term Securitized Products (proposed s. 2.35.2 of NI 45-106)

Publication for comment

January 23

 

 

Proposal to introduce a new prospectus exemption for short-term securitized products (ABCP) with additional credit rating, liquidity and disclosure requirements

 

 

Accredited Investor (s. 2.3 of NI 45-106)

Publication for comment

February 27

 

 

Proposal to require persons relying on the prospectus exemption to obtain a signed risk acknowledgement from certain individual accredited investors

 

 

 

Proposal regarding additional guidance on steps issuers can take to verify accredited investor status

 

 

 

Proposal to amend the definition of accredited investor in Ontario to allow fully managed accounts to purchase investment fund securities using the managed account category of the prospectus exemption

 

 

$150,000 Minimum Amount Investment (s. 2.10 of NI 45-106)

Publication for comment

February 27

 

 

Proposal to restrict the prospectus exemption to distributions to non-individual investors

 

 

Report of Exempt Distribution (Forms 45-106F1 and F6)

Publication for comment

February 27

 

 

Proposal to gather additional information on the purchaser's category of accredited investor, the issuer's industry and persons being compensated in connection with the exempt distribution

 

Existing Security Holder (proposed s. 2.9 of OSC Rule 45-501 Ontario Prospectus and Registration Exemptions)

Publication for comment

March 20

 

 

Proposal to introduce a new prospectus exemption that would allow non-investment fund issuers listed on certain Canadian stock exchanges to distribute securities to existing security holders in prescribed circumstances

 

 

Offering Memorandum (s. 2.9 of NI 45-106)

Publication for comment

March 20

 

 

Proposal to introduce an offering memorandum prospectus exemption similar to the exemption available in certain other CSA jurisdictions (as proposed to be amended) for non-investment fund issuers

 

 

Family, Friends and Business Associates (s. 2.5 and proposed s. 2.6.1 of NI 45-106)

Publication for comment

March 20

 

 

Proposal to introduce a family, friends and business associates prospectus exemption similar to those in other CSA jurisdictions for non-investment fund issuers

 

Crowdfunding (proposed MI 45-108 Crowdfunding)

Publication for comment

March 20

 

 

Proposal to introduce a new crowdfunding prospectus exemption for non-investment fund issuers and an associated registration regime for online funding portals

 

 

Report of Exempt Distribution (Proposed Forms 45-106F10 and F11)

Publication for comment

March 20

 

 

Proposal to introduce two new reports of exempt distribution, one for investment funds and the other for non-investment fund issuers