Canadian securities regulators streamline disclosure requirements for private foreign securities offerings to certain Canadian investors

TORONTO, June 25, 2015 /CNW/ - The Canadian Securities Administrators (CSA) today announced the final implementation of amendments to National Instrument 33-105 Underwriting Conflicts (NI 33-105). Also published in final form today are related CSA Multilateral Instrument 45-107 Listing Representation and Right of Action Disclosure Exemptions, Ontario amendments to OSC Rule 45-501 Ontario Prospectus and Registration Exemptions and an Ontario-specific amendment to Form 45-106F1 Report of Exempt Distribution.

Together, these amendments provide limited exemptions from certain disclosure requirements for offerings of foreign securities made in Canada on a private placement basis to permitted clients. Permitted clients are institutional and other sophisticated investors.

The purpose of the 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.

"These amendments will reduce the regulatory burden associated with offerings of foreign securities in Canada on a private placement basis and are intended to provide sophisticated investors access to a broader range of investment opportunities," said Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers.

All three sets of amendments were initiated to codify exemptive relief previously granted to certain dealers that participate in private placement offerings of foreign securities in Canada. Provided all necessary ministerial approvals are obtained, the amendments will come into effect on September 8, 2015. 

The amendments can be found on CSA members' websites.

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:

Carolyn Shaw-Rimmington
Ontario Securities Commission

Richard Gilhooley 
British Columbia Securities Commission 

Kevan Hannah 
Manitoba Securities Commission

Tanya Wiltshire
Nova Scotia Securities Commission 

Don Boyles 
Office of the Superintendent of Securities
Newfoundland and Labrador 

Shamus Armstrong 
Nunavut Securities Office 

Shannon McMillan
Financial and Consumer Affairs
Authority of Saskatchewan 

Mark Dickey
Alberta Securities Commission

Sylvain Théberge
Autorité des marchés financiers

Andrew Nicholson
Financial and Consumer Services
Commission, New Brunswick

Janice Callbeck
Office of the Superintendent of Securities 

Rhonda Horte
Office of the Yukon Superintendent of

Gary MacDougall
Northwest Territories
Securities Office

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