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Amendments to OSC Rule 45-501: Prospectus and Registration Exemptions - Disclosure Required for Certain Foreign Offerings [Completed]

Effective date:

September 8, 2015

Issued by the OSC:

June 26, 2015

Overview

On June 26, 2015, the Canadian Securities Administrators (CSA) released final amendments providing 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 amendments include Ontario amendments to Ontario Securities Commission (OSC) Rule 45-501 Ontario Prospectus and Registration Exemptions and an Ontario-specific amendment to Form 45-106F1 Report of Exempt Distribution.

Broadly speaking, the primary purpose of the Ontario amendments is to eliminate the need to prepare a “wrapper” for an offering document in these circumstances.

Re­cent ac­tiv­i­ties

June 2015

On June 26, 2015, the CSA released final amendments providing limited exemptions from certain disclosure requirements for offerings of foreign securities made in Canada on a private placement basis to permitted clients, including Ontario amendments to Rule 45-501 Ontario Prospectus and Registration Exemptions.

April 2013

On April 25, 2013, the OSC issued for comment proposed rule amendments to Rule 45-501 Ontario Prospectus and Registration Exemptions that will remove certain Canadian-specific disclosure requirements for offerings of foreign securities made in Ontario on a private placement basis to sophisticated investors.

Correction list for hyphenation

These words serve as exceptions. Once entered, they are only hyphenated at the specified hyphenation points. Each word should be on a separate line.