Amendments to National Instrument 45-106 Prospectus Exemptions
Amendments to National Instrument 45-106 Prospectus Exemptions
AMENDMENTS TO
NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS
1. National Instrument 45-106 Prospectus Exemptions is amended by this Instrument.
2. Section 6.2 is amended by adding the following subsection:
(3) An issuer or underwriter is not required to file a report under section 6.1 for a distribution of a security if a report has been filed by another issuer or underwriter for the distribution of the same security..
3. Subsection 7.1(3) is amended by adding "Alberta and" before "Ontario".
4. Form 45-106F1 Report of Exempt Distribution is amended
(a) in section 1, under the heading "A. General Instructions", by adding the following after "The issuer or underwriter must file the report in a jurisdiction of Canada if the distribution occurs in the jurisdiction":
", and the issuer or underwriter is relying on a specific exemption from the prospectus requirement set out in section 6.1 of the Instrument. The requirement to file this report might also be a condition of a prospectus exemption provided in a national, multilateral or local rule or instrument, or a condition of an exemptive relief order";
(b) in section 4, under the heading "A. General Instructions", by adding the following paragraph at the end:
"Joint purchasers may be treated as one purchaser for the purposes of Item 7(f) of this form.";
(c) in section 9, under the heading "A. General Instructions":
(i) by deleting "noon" wherever it occurs,
(ii) by replacing "recent closing" with "recent daily", and
(iii) by deleting "If the Bank of Canada no longer publishes a daily noon exchange rate and closing exchange rate, convert foreign currency using the daily single indicative exchange rate of the Bank of Canada in the same manner described in each of the three scenarios above.";
(d) by replacing section 12 under the heading "A. General Instructions" with the following:
12. Security codes
Wherever this form requires disclosure of the type of security, use the following security codes:
Security code
Security type
BND
Bonds
CER
Certificates (including pass-through certificates, trust certificates)
CMS
Common shares
CVD
Convertible debentures
CVN
Convertible notes
CVP
Convertible preferred shares
DCT
Digital coins or tokens
DEB
Debentures
DRS
Depository receipts (such as American or Global depository receipts/shares)
FTS
Flow-through shares
FTU
Flow-through units
LPU
Limited partnership units and limited partnership interests (including capital commitments)
MTG
Mortgages (other than syndicated mortgages)
NOT
Notes (include all types of notes except convertible notes)
OPT
Options
PRS
Preferred shares
RTS
Rights
SMG
Syndicated mortgages
SUB
Subscription receipts
UBS
Units of bundled securities (such as a unit consisting of a common share and a warrant)
UNT
Units (exclude units of bundled securities, include trust units and mutual fund units)
WNT
Warrants (including special warrants)
OTH
Other securities not included above (if selected, provide details of security type in Item 7d)
(e) by adding the following section under the heading "A. General Instructions":
13. Distributions by more than one issuer of a single security
If two or more issuers distributed a single security, provide the full legal names of the co-issuers in Item 3.;
(f) by adding the following under the heading "B. Terms used in the form" before "permitted client":
"NRD" means National Registration Database;;
(g) by replacing the portion of the form that follows the text under the heading "B. Terms used in the form" and precedes Item 5 of the form with the following:
Form 45-106F1 Report of Exempt Distribution
(h) in Item 5(a), by adding "in your reasonable judgment most closely" before "corresponds to the issuer's primary business activity";
(i) in Item 5(a), by deleting "For more information on finding NAICS industry code go to Statistics Canada's NAICS industry search tool.";
(j) in Item 5(a), by adding "[ ] Cryptoassets" after "[ ] Private companies";
(k) in Item 5(g), by replacing "If the issuer is publicly listed, provide the names of all exchanges on which its securities are listed. Include only the names of exchanges for which the issuer has applied for and received a listing, which excludes, for example, automated trading systems." with "If the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.";
(l) in Item 5(g), by replacing "Exchange names" with "Exchange name";
(m) in Item 5(h), by replacing "Select the size of the issuer's assets for its most recent financial year-end (Canadian $). If the issuer has not existed for a full financial year, provide the size of the issuer's assets at the distribution end date." with "Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.";
(n) in Item 6(b), by adding "[ ] Cryptoasset" after "[ ] Alternative strategies";
(o) in Item 6(e), by replacing "If the investment fund is publicly listed, provide the names of all exchanges on which its securities are listed. Include only the names of exchanges for which the investment fund has applied for and received a listing, which excludes, for example, automated trading systems." with "If the investment fund is publicly listed, provide the name of the exchange on which the investment fund's securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.";
(p) in Item 6(e), by replacing "Exchange names" with "Exchange name";
(q) in Item 7, by adding "in connection with the distribution" after "or finder's fees";
(r) in Item 7, by replacing "should" with "must";
(s) in Item 7(d), by replacing "Provide the following information for all distributions that take place in a jurisdiction of Canada on a per security basis. Refer to Part A of the Instructions for how to indicate the security code." with "Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code.";
(t) in Item 7(e), by replacing "Security code" with "Convertible/exchangeable security code";
(u) by replacing Item 7(f) with the following:
(v) in Item 9, by replacing "(select all that apply)" with "(select the one that applies -- if more than one applies, select only one)";
(w) in Item 9, by replacing "Issuer distributing eligible foreign securities only to permitted clients" with "Issuer distributing only eligible foreign securities and the distribution is to permitted clients only";
(x) by replacing Item 10 with the following:
(y) in paragraph b) of Schedule 1, by adding the following under the heading "b) Legal name of purchaser" and before "1. Family name":
If two or more individuals have purchased a security as joint purchasers, provide information for each purchaser under the columns for family name, first given name and secondary given names, if applicable, and separate the individuals' names with an ampersand. For example, if Jane Jones and Robert Smith are joint purchasers, indicate "Jones & Smith" in the family name column.;
(z) in paragraph b) of Schedule 1, by adding "(if applicable)" after "3. Secondary given names";
(aa) in paragraph e)2 of Schedule 1, by replacing "(select only one)" with "(select only one -- if the purchaser is a permitted client that is not an individual, "NIPC" can be selected instead of the paragraph number)";
(bb) except in Ontario, in Schedule 1, by adding the following below the heading "f) Other information" and before "1. Is the purchaser a registrant? (Y/N)":
Paragraphs f)1. and f)2. do not apply if any of the following apply:
(a) the issuer is a foreign public issuer;
(b) the issuer is a wholly owned subsidiary of a foreign public issuer;
(c) the issuer is distributing only eligible foreign securities and the distribution is to permitted clients only.;
(cc) in Ontario, in paragraph f) of Schedule 1, by replacing "In Ontario, clauses (f)1. and (f)2. do not apply if one or more of the following apply:" with "Paragraphs f)1. and f)2. do not apply if any of the following apply";
(dd) in Ontario, in paragraph f) of Schedule 1, by replacing "the issuer is distributing eligible foreign securities only to permitted clients" with "the issuer is distributing only eligible foreign securities and the distribution is to permitted clients only";
(ee) by deleting paragraph f)3 of Schedule 1 and replacing it with the following:
3. Full legal name of person compensated for distribution to purchaser. If a person compensated is a registered firm, provide the firm NRD number only. (Note: the names must be consistent with the names of the persons compensated as provided in Item 8.);
(ff) in Schedule 1, under the heading "INSTRUCTIONS FOR SCHEDULE 1", by replacing "needs to" with "must"; and
(gg) by replacing the portion of the Form after the heading "Questions:" with the following:
Refer any questions to:
Alberta Securities CommissionSuite 600, 250 -- 5th Street SWCalgary, Alberta T2P 0R4Telephone: 403-297-6454Toll free in Canada: 1-877-355-0585Facsimile: 403-297-2082Public official contact regarding indirect collection of information: FOIP CoordinatorBritish Columbia Securities CommissionP.O. Box 10142, Pacific Centre701 West Georgia StreetVancouver, British Columbia V7Y 1L2Inquiries: 604-899-6854Toll free in Canada: 1-800-373-6393Facsimile: 604-899-6581Email: [email protected]Public official contact regarding indirect collection of information: FOI InquiriesThe Manitoba Securities Commission500 -- 400 St. Mary AvenueWinnipeg, Manitoba R3C 4K5Telephone: 204-945-2561Toll free in Manitoba: 1-800-655-5244Facsimile: 204-945-0330Public official contact regarding indirect collection of information: DirectorFinancial and Consumer Services Commission (New Brunswick)85 Charlotte Street, Suite 300Saint John, New Brunswick E2L 2J2Telephone: 506-658-3060Toll free in Canada: 1-866-933-2222Facsimile: 506-658-3059Email: [email protected]Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy OfficerGovernment of Newfoundland and LabradorFinancial Services Regulation DivisionP.O. Box 8700Confederation Building2nd Floor, West BlockPrince Philip DriveSt. John's, Newfoundland and Labrador A1B 4J6Attention: Director of SecuritiesTelephone: 709-729-4189Facsimile: 709-729-6187Public official contact regarding indirect collection of information: Superintendent of SecuritiesGovernment of the Northwest Territories Office of the Superintendent of SecuritiesP.O. Box 1320Yellowknife, Northwest Territories X1A 2L9Telephone: 867-767-9305Facsimile: 867-873-0243Public official contact regarding indirect collection of information: Superintendent of SecuritiesNova Scotia Securities CommissionSuite 400, 5251 Duke StreetDuke TowerP.O. Box 458Halifax, Nova Scotia B3J 2P8Telephone: 902-424-7768Facsimile: 902-424-4625Public official contact regarding indirect collection of information: Executive DirectorGovernment of Nunavut Department of JusticeLegal Registries DivisionP.O. Box 1000, Station 5701st Floor, Brown BuildingIqaluit, Nunavut X0A 0H0Telephone: 867-975-6590Facsimile: 867-975-6594Public official contact regarding indirect collection of information: Superintendent of SecuritiesOntario Securities Commission20 Queen Street West, 22nd FloorToronto, Ontario M5H 3S8Telephone: 416-593-- 8314Toll free in Canada: 1-877-785-1555Facsimile: 416-593-8122Email: [email protected]Public official contact regarding indirect collection of information: Inquiries OfficerPrince Edward Island Securities Office95 Rochford Street, 4th Floor Shaw BuildingP.O. Box 2000Charlottetown, Prince Edward Island C1A 7N8Telephone: 902-368-4569Facsimile: 902-368-5283Public official contact regarding indirect collection of information: Superintendent of SecuritiesAutorité des marchés financiers800, rue du Square-Victoria, 22e étageC.P. 246, tour de la BourseMontréal, Québec H4Z 1G3Telephone: 514-395-0337 or 1-877-525-0337Facsimile: 514-873-6155 (For filing purposes only)Facsimile: 514-864-6381 (For privacy requests only)Email: [email protected] (For corporate finance issuers); [email protected] (For investment fund issuers)Public official contact regarding indirect collection of information: Corporate SecretaryFinancial and Consumer Affairs Authority of SaskatchewanSuite 601 -- 1919 Saskatchewan DriveRegina, Saskatchewan S4P 4H2Telephone: 306-787-5842Facsimile: 306-787-5899Public official contact regarding indirect collection of information: DirectorOffice of the Superintendent of SecuritiesGovernment of YukonDepartment of Community Services307 Black Street, 1st FloorP.O. Box 2703, C-6Whitehorse, Yukon Y1A 2C6Telephone: 867-667-5466Facsimile: 867-393-6251Email: [email protected]Public official contact regarding indirect collection of information: Superintendent of Securities .
5. This Instrument comes into force on October 5, 2018.