Canadian securities administrators adopt amendments related to reselling securities of foreign issuers

MONTREAL, March 29, 2018 /CNW Telbec/ - The Canadian Securities Administrators (CSA) today published amendments to National Instrument 45-102 Resale of Securities (NI 45-102) and changes to Companion Policy 45-102CP to National Instrument 45-102 Resale of Securities (45-102CP).

"We recognize that Canadian investors are increasingly interested in participating in the global capital markets," said Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers. "The changes made to our regulatory regime are intended to provide Canadian investors with greater certainty regarding their ability to resell their securities of foreign issuers."

The amendments introduce a new prospectus exemption for the resale of securities (and underlying securities) of a foreign issuer if the issuer is not a reporting issuer in any jurisdiction of Canada, and the resale is on an exchange or a market outside of Canada or to a person or company outside of Canada.

A foreign issuer is an issuer that is not incorporated or organized under the laws in Canada unless the issuer has a head office in Canada or the majority of its directors or executive officers ordinarily reside in Canada.

The CSA also adopted consequential amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and consequential changes to National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206).

Provided all necessary regulatory and ministerial approvals are obtained, these will come into force on June 12, 2018.

In all jurisdictions other than Alberta and Ontario, the new prospectus exemption is located in section 2.15 of NI 45-102. In Alberta and Ontario, the new prospectus exemption, and the existing prospectus exemption in section 2.14 of NI 45-102, will be located in local instruments in order to provide overall consistency to their approach to cross-border trading for both primary distributions outside Canada and the resale of securities outside Canada.

The CSA will continue to review the resale regime in its entirety for securities acquired in the exempt market.

The CSA, the council of securities regulators of Canada's provinces and territories, coordinates and harmonizes regulation for the Canadian capital markets.

For more information:                                                                                                                      

Sylvain Théberge		Alison Walker
Autorité des marchés financiers		British Columbia Securities Commission
514-940-2176		604-899-6713
Kristen Rose		Hilary McMeekin
Ontario Securities Commission		Alberta Securities Commission
416-593-2336		403-592-8186
Jason (Jay) Booth		Erin King
Manitoba Securities Commission		Financial and Consumer Services
204-945-1660		Commission, New Brunswick
		506-643-7045
David Harrison		Steve Dowling
Nova Scotia Securities Commission		Government of Prince Edward Island,
902 424-8586		Superintendent of Securities
		902-368-6288
John O'Brien		Rhonda Horte
Office of the Superintendent of Securities		Office of the Yukon Superintendent of
Newfoundland and Labrador		Securities
709 729-4909		867-667-5466
Jeff Mason		Tom Hall
Nunavut Securities Office		Office of the Superintendent of Securities
867-975-6591		Northwest Territories
		867-767-9305
Shannon McMillan
Financial and Consumer Affairs
Authority of Saskatchewan
306-798-4160

SOURCE Autorité des marchés financiers

Sylvain Théberge, Autorité des marchés financiers, 514-940-2176; Alison Walker, British Columbia Securities Commission, 604-899-6713; Kristen Rose, Ontario Securities Commission, 416-593-2336; Hilary McMeekin, Alberta Securities Commission, 403-592-8186; Jason (Jay) Booth, Manitoba Securities Commission, 204-945-1660; Erin King, Financial and Consumer Services Commission, New Brunswick, 506-643-7045; David Harrison, Nova Scotia Securities Commission, 902 424-8586 ; Steve Dowling, Government of Prince Edward Island, Superintendent of Securities, 902-368-6288; John O'Brien, Office of the Superintendent of Securities, Newfoundland and Labrador, 709 729-4909; Rhonda Horte, Office of the Yukon Superintendent of Securities, 867-667-5466; Jeff Mason, Nunavut Securities Office, 867-975-6591; Tom Hall, Office of the Superintendent of Securities, Northwest Territories, 867-767-9305; Shannon McMillan, Financial and Consumer Affairs, Authority of Saskatchewan, 306-798-4160