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The Alberta Securities Commission (ASC) has proposed replacing the current ASC Rule 72-501 with a new ASC Rule 72-501 (Proposed Rule).  The Proposed Rule is intended to reduce regulatory impediments and facilitate offerings by Alberta issuers to investors outside of Alberta by removing the potentially duplicative application of Alberta prospectus requirements where an offering materially complies with the securities laws of the foreign jurisdiction.  The ASC has historically taken the position that a distribution by an issuer with a fundamental or, in certain cases, significant connection to Alberta is a distribution from Alberta and subject to Alberta securities laws.  The approach in the Proposed Rule follows new rules recently released by the Ontario Securities Commission under OSC Rule 72-503 Distributions Outside Canada (OSC Rule 72-503) regarding distributions of securities outside of Canada.  The Proposed Rule should primarily benefit issuers with a fundamental connection to Alberta that are distributing securities to persons located outside Canada.
Continue Reading ASC Proposes Amendments to Facilitate Cross-Border Offerings

The Canadian Securities Administrators (CSA) have adopted amendments to National Instrument 45-102 Resale of Securities (NI 45-102) and changes to Companion Policy 45-102CP which provide for a new prospectus exemption for the resale by Canadian investors of securities of non-Canadian issuers. The amendments are expected to come into force as of June 12, 2018. The amendments will be applied to all Canadian jurisdictions other than Alberta and Ontario.

In Alberta and Ontario, the new exemption will be found in the following local instruments:

Continue Reading CSA adopts new prospectus exemption making it easier to resell securities of non-Canadian issuers

Disclosure requirements regarding the representation of women on boards and in senior management adopted in Alberta

The Adoption

On December 15, 2016 the Alberta Securities Commission (ASC) adopted amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure (together with NI 58-101, Amendments…

On December 1, 2016, the Alberta Securities Commission (ASC) will be replacing the current fee rule in Alberta with ASC Rule 13-501 Fees (ASC Rule 13-501) which will increase registrant and capital market activity fees, and for the first time in Alberta, will introduce a participation fee model.

Any issuers that are currently a reporting issuer in Ontario are already familiar with the concept of a participation fee.  The participation fee is an annual payment based on the capitalization of the issuer (the larger the issuer’s capitalization is, the larger the fee is).  The ASC participation fee will be payable at the time that the issuer files its annual financial statements on SEDAR.  Under the ASC’s current fee rule, the maximum an issuer would pay when it file its annual financial statements is $2,400 (which is the amount paid by short form eligible issuers).

As a result of the introduction of the new participation fee model, any reporting issuer with a capitalization of over $50 million will see an increase in the payment that it submits to Alberta with its annual financial statements.  In some cases, issuers will see a significant increase as the maximum amount payable under the participation fee model is $48,000.

Types of Reporting Issuers

The ASC participation fee rates are based on the type of reporting issuer it is – either a Class 1 reporting issuer, a Class 2 reporting issuer, a Class 3A reporting issuer or a Class 3B reporting issuer.  Each type of reporting issuer is defined below:Continue Reading Alberta Securities Commission to Introduce Participation Fee Model for Reporting Issuers