45-501, Ontario Prospectus and Registration Exemptions
Effective date: |
December 22, 1998, except for subsequent amendments. |
Published by the OSC: |
May 29, 1998 |
Overview
This Instrument includes Ontario prospectus and registration exemptions to facilitate capital raising or business enterprises, particularly start-ups and SMEs, while protecting the interests of investors.
The Canadian Securities Administrators have implemented National Instrument 45-106 Prospectus Exemptions and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Exemptions in order to consolidate and harmonize most of the prospectus and registration exemptions available under Canadian securities laws. However, there remain a limited number of local exemptions in each jurisdiction - including in Ontario under Rule 45-501.
Recent developments
Date |
Development |
Comments |
November 27, 2014 | New exemption adopted in respect of existing security holders | The new exemption will allow listed reporting issuers (excluding investment funds) to raise capital from existing security holders on a more cost effective basis. The exemption will also enable existing retail security holders to acquire securities of the issuer directly, rather than through the secondary market. A similar exemption has been adopted in other Canadian jurisdictions. The exemption will come into effect on February 11, 2015. See press release. |
February 19, 2015 | New exemption adopted in respect of family, friends and business associates | This new family, friends and business associates prospectus exemption is expected to provide a cost-effective way for issuers (other than investment funds) to raise capital from their networks of family, close personal friends and close business associates. The exemption will come into effect on May 5, 2015. The exemption is largely harmonized with an exemption that is currently available in other Canadian jurisdictions. See press release. |
June 25, 2015 | Limited exemption from certain disclosure requirements for offerings of foreign securities | The amendments provide relief from certain Ontario-specific disclosure requirements that are typically included in a "wrapper" to a foreign offering document, when foreign securities are offered on a private placement basis in Canada to permitted clients were released. Permitted clients are institutional and other sophisticated investors. The amendments come into force on September 8, 2015. See press release. |
October 29, 2015 | Amendments |
The offering memorandum exemption will now be available in all jurisdictions of Canada. The amendments will introduce an offering memorandum prospectus exemption in Ontario and will modify the existing offering memorandum exemption in Alberta, New Brunswick, Nova Scotia, Québec and Saskatchewan to strengthen investor protection. The following are some of the key investor protection measures included in the offering memorandum exemption:
Provided all necessary ministerial approvals are obtained, the final amendments will come into force in Ontario on January 13, 2016. See press release. |
Note: The above summary of Recent Developments does not include consequential amendments made as the result of other projects.
For further details on the history of this Instrument, please refer to the OSC’s Web site.
Amendments under consideration
- None