CSA Staff Notice 45-314 - Updated List of Current CSA Exempt Market Initiatives
CSA Staff Notice 45-314 - Updated List of Current CSA Exempt Market Initiatives
CSA Staff Notice 45-314 – Updated List of Current Exempt Market Initiatives
First published March 20, 2014 -- Revised January 28, 2016
January 28, 2016
Introduction
Modernization of the exempt market regulatory regime is a major priority for the Canadian Securities Administrators (CSA). In keeping with this, CSA members have published or adopted 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.
Further information about each initiative, and the text of the new exemptions and proposed amendments, is or will be available on the websites of the following CSA websites:
www.lautorite.qc.cawww.albertasecurities.comwww.bcsc.bc.canssc.novascotia.cawww.fcnb.cawww.osc.gov.on.cawww.fcaa.gov.sk.cawww.mbsecurities.ca
Updated List of Initiatives
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Initiatives |
Jurisdiction(s) |
Summary of Latest Developments |
Date |
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Short-Term Debt |
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Short-Term Debt (s. 2.35 of NI 45-106 Prospectus Exemptions) |
All |
In effect: |
May 5, 2015 |
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Amendments to modify the minimum credit rating requirement when an issuer obtains more than one credit rating |
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Makes this exemption unavailable for securitized products |
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Short-Term Securitized Products (s. 2.35.1 of NI 45-106) |
All |
In effect: |
May 5, 2015 |
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• |
New prospectus exemption for short-term securitized products (ABCP) with additional credit rating, liquidity and disclosure requirements |
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Accredited Investor, Minimum Amount and Family, Friends and Business Associates |
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Accredited Investor (s. 2.3 of NI 45-106) |
All |
In effect: |
May 5, 2015 |
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Amendments to require persons relying on the prospectus exemption to obtain a signed risk acknowledgement from certain individual accredited investors |
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Expanded guidance on steps issuers can take to verify accredited investor status |
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Introduced family trusts as a category of accredited investor |
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ON |
In effect: |
May 5, 2015 |
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Amendments to the definition of accredited investor to allow fully managed accounts to purchase investment fund securities using the managed account category of the prospectus exemption |
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$150,000 Minimum Amount Investment (s. 2.10 of NI 45-106) |
All |
In effect: |
May 5, 2015 |
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Amendments to restrict the prospectus exemption to distributions to non-individual investors |
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Family, Friends and Business Associates (s. 2.5 and s. 2.6.1 of NI 45-106) |
ON |
In effect: |
May 5, 2015 |
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New prospectus exemption for non-investment fund issuers similar to the FFBA exemption in other CSA jurisdictions |
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Repeal of existing founder, control person and family prospectus exemption |
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Existing Security Holder, Rights Offering and Investment Dealer |
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Existing Security Holder (General and blanket orders in jurisdictions other than AB and ON |
BC, AB, SK, MB, QC, NL, NB, NS, PE, YK, NT, NU |
In effect: |
March 13, 2014 |
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• |
New prospectus exemption to allow issuers listed on certain Canadian stock exchanges to distribute securities to existing security holders in prescribed circumstances |
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s. 3 of ASC Rule 45-516 Prospectus Exemptions for Retail Investors and Existing Security Holders in AB |
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s. 2.9 of OSC Rule 45-501 Ontario Prospectus and Registration Exemptions in ON) |
ON |
In effect: |
February 11, 2015 |
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New prospectus exemption to allow non-investment fund issuers listed on certain Canadian stock exchanges to distribute securities to existing security holders in prescribed circumstances |
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Rights Offering (s. 2.1 of NI 45-106) |
All |
In effect: |
December 8, 2015 |
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Streamlined prospectus exemption to allow reporting issuers to raise capital by issuing rights to existing security holders |
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Securities are subject to seasoning period |
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Investment Dealer Exemption (General and blanket orders in jurisdictions other than AB |
BC, AB, SK, MB, NB |
In effect: |
January 14, 2016 |
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New prospectus exemption to allow issuers listed on a Canadian exchange to raise any amount of money from any investor who has received suitability advice from a registered investment dealer |
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s. 4 of ASC Rule 45-516 Prospectus Exemptions for Retail Investors and Existing Security Holders in AB) |
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Offering Memorandum, Crowdfunding and Start-up Business |
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Start-up Crowdfunding (Start-up Crowdfunding general and blanket orders) |
BC, SK, MB, QC, NB, NS |
In effect: |
May 14, 2015 |
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New prospectus and registration exemptions for start-up and early stage businesses |
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Start-up Business (proposed MI 45-109 Prospectus Exemption for Start-up Businesses) |
AB, NU |
Published for comment: |
October 19, 2015 |
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Proposed prospectus exemption for small and early-stage businesses |
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Offering Memorandum (s. 2.9 of NI 45-106) |
ON |
In effect: |
January 13, 2016 |
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New prospectus exemption for non-investment fund issuers similar to the offering memorandum exemption published by AB, SK, QC, NB and NS on October 29, 2015 |
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AB, SK, QC, NB, NS |
Advance notice of adoption: |
October 29, 2015 (intended to be in force April 30, 2016) |
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Amendments to introduce new investor protection measures, including rolling investment limits, incorporation by reference of marketing materials and certain limited disclosure requirements for non-reporting issuers following a distribution |
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Crowdfunding (MI 45-108 Crowdfunding) |
SK |
Advance notice of adoption: |
January 25, 2016 (implementation date subject to Ministerial approval) |
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New prospectus exemption for non-investment fund issuers |
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Registration framework for online funding portals as a dealer |
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MB, ON, QC, NB, NS |
In effect: |
January 25, 2016 |
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New prospectus exemption for non-investment fund issuers |
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Registration framework for online funding portals as a dealer |
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Report of Exempt Distribution |
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Report of Exempt Distribution (Proposed Form 45-106F1) |
All |
Published for comment: |
August 13, 2015 |
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Proposal to introduce harmonized report of exempt distribution in Form 45-106F1 |
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Questions
Please refer your questions to any of the following: