TORONTO, Nov. 28, 2013 /CNW/ - The Canadian Securities Administrators
(CSA) today published proposed amendments to National Instrument 33-105
Underwriting Conflicts (NI 33-105). The amendments would provide limited exemptions from
certain disclosure requirements for offerings of foreign securities in
Canada on a private placement basis to permitted clients. Permitted
clients are sophisticated, usually institutional, investors.
The purpose of the proposed amendments is to eliminate the need to
prepare a "wrapper" when foreign issuers offer securities in Canada to
permitted clients under a prospectus exemption. A wrapper contains
prescribed Canadian disclosure and other optional disclosure that is
attached to the face of the foreign offering document.
"The proposed amendments are intended to streamline the process for
offering foreign securities to sophisticated Canadian investors, thus
broadening the range of investment opportunities available to these
investors, without compromising investor protection," said Bill Rice,
Chair of the CSA and Chair and Chief Executive Officer of the Alberta
In a related initiative, all CSA jurisdictions (except Ontario and
British Columbia) also published for comment today, proposed CSA
Multilateral Instrument 45-107 Listing Representation and Statutory Rights of Action Disclosure
Exemptions. This proposed multilateral instrument is intended to provide
exemptions from other securities law disclosure requirements that also
generally apply to offerings of foreign securities.
MI 45-107 offers the same relief as the Ontario Securities Commission
(OSC) proposed amendments published for comment in April 2013 (National
Instrument 45-106 Prospectus and Registration Exemptions and OSC Rule 45-501 Ontario Prospectus and Registration Exemptions). The British Columbia Securities Commission has issued similar relief
in BC Notice 47-701 Blanket Permission Under Section 50(1)(c) of the
The CSA will work together in advancing all three initiatives and expect
to coordinate the publication of final rules in all jurisdictions in
the spring of 2014.
The proposed amendments to NI 33-105 are available on CSA members' websites. The comment period is open for
90 days until February 26, 2014.
The CSA, the council of the securities regulators of Canada's provinces
and territories, co-ordinates and harmonizes regulation for the
Canadian capital markets.
SOURCE: Canadian Securities Administrators
For further information:
Ontario Securities Commission
Alberta Securities Commission
British Columbia Securities Commission
Autorité des marchés financiers
Manitoba Securities Commission
Financial and Consumer Services Commission
Nova Scotia Securities Commission
PEI Securities Office
Office of the Attorney General
Financial Services Regulation Div.
Newfoundland and Labrador
Office of the Yukon Superintendent of securities
Nunavut Securities Office
Financial and Consumer Affairs
Authority of Saskatchewan