Effective June 30, 2016, form 45-106F1 “Report of Exempt Distribution”, required for most securities issuances other than prospectus offerings, will require issuers to disclose more information about the offering and the issuer. This was first reported in Clark Wilson’s Securities Law Update in August 2015.
The Canadian Securities Administrators have added more disclosure to their standard form, bringing it effectively to what has been required in British Columbia alone for the past several years. Once implemented, BC will no longer require an additional form to be filed.
The new distribution report form (the “New Report”) introduces new information requirements, including disclosure of the following:
- additional details about the issuer including its size and primary business activity,
- identities of the directors, executive officers and promoters of certain issuers,
- identities of control persons of certain issuers in a non-public schedule,
- additional details about the securities distributed and, for certain jurisdictions, details about the documents provided in connection with the distribution,
- specific details about the prospectus exemptions relied on, both on an aggregate and per investor basis, and
- details about compensation paid to registrants, connected persons, insiders and employees of the issuer or the investment fund manager involved in the distribution.
All issuers, other than investment fund issuers filing reports annually, must use the New Report for distributions that occur on or after June 30, 2016. If an issuer completes a distribution before June 30, 2016, and the deadline to file the report occurs after June 30, 2016, the issuer must file the current report.
The CSA have revised CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions (Staff Notice 45-308) to provide guidance on how to complete and file the New Report in the various CSA jurisdictions.
If you have questions about the New Report form to be used under National Instrument 45-106, contact any member of Clark Wilson’s Corporate Finance & Securities Group.