Timely Disclosure

Timely Disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Category Archives: Public Offering and Exemptions

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Website Disclosure by TSX Issuers – Revised Proposal

Posted in Continuous Disclosure, Disclosure, Stock Exchanges, TSX
In late May 2016, the TSX proposed amendments to the TSX Company Manual (Initial Proposal), most notably in Part IV, which contains the requirements for maintaining a listing. In our earlier post, we provided an overview of the Initial Proposal, which was to introduce a requirement for certain corporate documents to be disclosed, and publicly… Continue Reading

Canadian Securities Administrators Seek to Reduce Regulatory Red Tape for Reporting Issuers and Commence Public Consultation Process

Posted in Continuous Disclosure, CSA, Disclosure, Securities Regulatory Authorities, Stock Exchanges
On April 6,2017, the Canadian Securities Administrators (CSA) released CSA Consultation Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers (Consultation Paper 51-404). The purpose of Consultation Paper 51-404 is to consider certain legal requirements where the CSA believes there may be ways to reduce the costs and burdens of regulatory requirements… Continue Reading

Proposed Amendments to TSX Company Manual

Posted in Continuous Disclosure, Disclosure, Executive Compensation, Stock Exchanges, TSX
At the end of May 2016, the TSX published for comment proposed amendments to the TSX Company Manual (Company Manual) 1) introducing website disclosure requirements for TSX-listed issuers; and 2) amending disclosure requirements regarding securities-based compensation arrangements (Arrangement) including the introduction of Form 15 – Disclosure of Security-Based Compensation Arrangements. Website disclosure The TSX is… Continue Reading

Comprehensive Crowdfunding Rules Published in Final Form

Posted in Crowdfunding, Distribution Exemptions, Public Offering and Exemptions, Securities, Securities Regulatory Authorities
On November 5, 2015 securities regulatory authorities in Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia (Participating Jurisdictions) published in final form the long awaited crowdfunding regime: Multilateral Instrument 45-108 Crowdfunding (Crowdfunding Regime) which includes a crowdfunding prospectus exemption (Crowdfunding Exemption) and a registration framework for funding portals. The Crowdfunding Regime is set to come into… Continue Reading

Canadian Securities Administrators Propose Harmonized Exempt Distribution Reporting Rules

Posted in ASC, BCSC, CSA, OSC, Public Offering and Exemptions, Securities Regulatory Authorities
On August 13, 2015, the Canadian Securities Administrators (CSA) published proposed amendments to the reporting requirements in National Instrument 45-106 Prospectus Exemptions (NI 45-106). Background Current Reporting Forms The reporting forms required to report an exempt distribution presently consist of two forms, being Form 45-106F6 British Columbia Report of Exempt Distribution (Form 45-106F6) which is… Continue Reading

Are Canadian wrappers gone for good?

Posted in Capital Markets, Continuous Disclosure, CSA, Disclosure, Public Offering and Exemptions, Securities Regulatory Authorities
On June 25, 2015, the Canadian Securities Administrators (CSA) announced rule amendments, slated to come into force September 8, 2015, which are intended to eliminate certain disclosure requirements that give rise to the need to prepare a Canadian “wrapper” for foreign securities offered by way of prospectus exemption in Canada as part of a global… Continue Reading

Canadian Securities Administrators Propose New Disclosure Document for ETFs

Posted in CSA, Disclosure, Investment Funds and Structured Products, Securities Regulatory Authorities
On June 18, 2015, the Canadian Securities Administrators (CSA) published proposed legislative amendments to the disclosure framework for exchange-traded funds (ETFs).  If implemented, such amendments will require ETF managers to produce a summary disclosure document called “ETF Facts”.  The ETF Facts for an ETF will need to be filed at the same time as the… Continue Reading

Certain Canadian Securities Regulators to Adopt Start-Up Crowdfunding Exemptions

Posted in Corporate Finance, Crowdfunding, CSA, Public Offering and Exemptions, Securities Regulatory Authorities
In recent years, crowdfunding has proven an exceptionally popular and efficient means by which individuals and companies make use of the internet to attract investors for a variety of purposes. The traditional model generally involves a large number of individuals contributing small sums of money to finance specific ideas or projects. Increasingly, however, equity crowdfunding… Continue Reading

CSA: Room for Improvement in Mining Company Investor Presentations

Posted in BCSC, Continuous Disclosure, Disclosure, Mineral Projects, Mining, OSC, Securities Regulatory Authorities
NI 43-101 sets out the requirements of the Canadian Securities Administrators (CSA) for disclosure of information about mining projects, including the requirement that the disclosure of scientific and technical information about a material mineral property be approved by a qualified person and, where necessary, supported by a technical report.  Since its adoption in 2001, members… Continue Reading

Capital Markets Participation Fees – OSC Fee Rule Amendments

Posted in Disclosure, Investment Funds and Structured Products, OSC, Public Offering and Exemptions, Securities, Securities Regulatory Authorities
Final amendments to OSC Rule 13-502 Fees and Companion Policy 13-502CP (together, the Rule) were delivered to the Minister of Finance on January 27, 2015 and if approved, will be in force on April 6, 2015. The highlights relating to capital markets participation fees are set out below. Reference fiscal year Previous amendments to the… Continue Reading

Canadian Securities Administrators Implement Enhanced Oil and Gas Disclosure Requirements

Posted in Continuous Disclosure, Disclosure, Uncategorized
On December 4, 2014, the Canadian Securities Administrators (CSA) published amendments to National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101) and Companion Policy 51-101 Standards of Disclosure for Oil and Gas Activities and related forms. The amendments will: permit disclosure from alternative resources evaluation standards and regimes, provided that such… Continue Reading

OSC Publishes Report on its Review of REIT Distributions Disclosure

Posted in Continuous Disclosure, Disclosure, OSC, Public Offering and Exemptions, Securities Regulatory Authorities, Uncategorized
After reviewing the continuous disclosure records of 30 Ontario-based real estate investment trusts (REITs), the Ontario Securities Commission (OSC) staff, in OSC Staff Notice 51-724 Report on Staff’s Review of REIT Distributions Disclosure issued January 26, 2015, has provided additional guidance on its expectations for disclosure by REITs regarding the source of distributions paid to… Continue Reading

TSX Proposes Listing Requirements for Investment Funds

Posted in Continuous Disclosure, Investment Funds and Structured Products, Public Offering and Exemptions, Securities, Stock Exchanges, TSX
On January 15, 2015, the Toronto Stock Exchange (TSX) published for comment proposed amendments to the TSX Company Manual which would introduce listing requirements for non-corporate entities, such as exchange-traded products, closed-end funds and structured products, as those terms are defined in the proposed amendments. The proposed amendments address the following, among other matters: minimum… Continue Reading

A New National Rights Offering Exemption

Posted in Continuous Disclosure, CSA, Distribution Exemptions, Investment Funds and Structured Products, Public Offering and Exemptions, Securities, Securities Regulatory Authorities
On November 27, 2014, the Canadian Securities Administrators (CSA) published for comment proposed amendments to various National Instruments which, if adopted, would overhaul how rights offerings under the rights offering prospectus exemption are conducted. The amendments would also have minor revisions to the requirements of rights offerings conducted by way of prospectus.  The CSA indicate… Continue Reading

Canadian Securities Regulators Adopt New Prospectus Exemption for Distributions to Existing Security Holders

Posted in CSA, OSC, Public Offering and Exemptions, Securities Regulatory Authorities
On March 13, 2014, Canadian securities regulators in all jurisdictions except Ontario and Newfoundland adopted a prospectus exemption that will allow issuers listed on the Toronto Stock Exchange (TSX), the TSX Venture Exchange (TSXV) and the Canadian Securities Exchange (CSE) to raise money by issuing securities to existing security holders.  The proposed exemption was published… Continue Reading

Facilitating the Listing Process for Non-Resource Issuers – TSXV Clarifies the “History of Operations or Validation of Business” Requirement

Posted in Continuous Disclosure, Corporate Governance, Disclosure, Securities Registration and Compliance
Overview On January 29, 2014 the TSX Venture Exchange (TSXV) published a bulletin providing some guidance to facilitate the listing process for issuers intending to list on the TSXV in the “Industrial, Technology and Life Science” category (Non-Resource Issuers).  The TSXV’s guidance is focused on two areas: clarifying the “history of operations/validation of business” initial… Continue Reading

Canadian Securities Regulators Propose Amendments to Disclosure Rules for Exempt Offerings by Foreign Issuers

Posted in CSA, Public Offering and Exemptions
On November 28, 2013, the Canadian Securities Administrators (CSA) in all jurisdictions except Ontario and British Columbia published for comment a proposed Multilateral Instrument 45-107 Listing Representation and Statutory Rights of Action Disclosure Exemptions (Proposed MI 45-107). Proposed MI 45-107 is not being proposed in Ontario and British Columbia as existing or proposed local instruments… Continue Reading

A New Canadian Prospectus Exemption for Distributions by TSXV Issuers to Existing Security Holders

Posted in CSA, Public Offering and Exemptions, Securities Regulatory Authorities
On November 21, 2013, Canadian securities regulators in all jurisdictions except Ontario and Newfoundland published for comment CSA Notice 45-312, which outlines a draft prospectus exemption for distributions to existing security holders (the Proposed Exemption).  The Proposed Exemption would provide issuers listed on the TSX Venture Exchange (TSXV) the ability to distribute securities to their… Continue Reading

Re Lambert – A Bright Line Test for Materiality in Merger Discussions or Simply More Grist for the Mill?

Posted in ASC, Mergers and Acquisitions, Public Offering and Exemptions
Determining whether something is material can be a perplexing and challenging task for clients and lawyers, even at the best of times – all the more so when you consider that whether you get it right or not can have some serious legal consequences. The concept of “materiality” is a cornerstone of securities laws and… Continue Reading

The Ontario Securities Commission published Staff Notice 81-720 – Report on Staff’s Continuous Disclosure Review of Sales Communications by Investment Funds on July 18, 2013.

Posted in Disclosure, Investment Funds and Structured Products, OSC, Securities Regulatory Authorities
The notice sets out guidance from staff of the OSC’s Investment Funds Branch based on a targeted continuous disclosure review of the advertising and marketing materials (including presentations, internet ads, social media, radio ads, email blasts and green sheets) of publicly offered investment funds. The notice provides guidance on the definition of sales communication, the… Continue Reading