British Columbia Securities Commission

British Columbia Securities Commission
Canadian Securities Administrators

Canadian Securities Administrators

March 13, 2014 11:00 ET

Canadian Securities Regulators Adopt New Exemption for Distributions to Existing Security Holders

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 13, 2014) - The securities regulatory authorities in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Yukon, Northwest Territories, Nunavut, and Prince Edward Island today adopted a prospectus exemption that, subject to certain conditions, will allow issuers listed on the Toronto Stock Exchange (TSX), TSX Venture Exchange (TSX-V), and the Canadian Securities Exchange (CSE) to raise money by distributing securities to their existing security holders.

On November 21, 2013, those jurisdictions published the proposed exemption in Multilateral CSA Notice 45-312 - Proposed Prospectus Exemption for Distributions to Existing Security Holders. The CSA received 241 comment letters from a wide range of market participants, including issuers, registrants, investors, law firms, and advocacy groups.

"The comments we received reflected overwhelming support for the proposed exemption, with many agreeing that it will reduce costs for investors and provide issuers with access to an additional source of financing," said Bill Rice Chair of the CSA and Chair and Chief Executive Officer of the Alberta Securities Commission. "Certain changes to the exemption were made in response to suggestions that were submitted, including expanding it to include issuers listed on the TSX and CSE."

Prior to the adoption of this exemption, retail security holders who wanted to make an additional investment in an issuer they had already invested in usually had to buy the securities on the secondary market at the market price and pay brokerage fees. This meant that issuers did not have access to their existing shareholders as an additional source of capital.

In order to acquire securities under the exemption, an existing security holder must confirm in writing that they are a security holder of the issuer. This limits use of the exemption to investors that have already made an investment decision in the issuer. Other key conditions designed for investor protection include:

  • unless an investor has obtained advice regarding the suitability of the investment from a registered investment dealer, the aggregate amount invested by the investor in any one issuer in the last 12 months under the exemption must not be more than $15,000, and
  • the investor will have rights of action in the event of a misrepresentation in the issuer's continuous disclosure record.

A copy of the CSA notice and exemption is available on participating CSA member websites.

The Ontario Securities Commission announced on December 4, 2013 that it would publish for comment four new capital raising prospectus exemptions in the first quarter of 2014, including a proposed prospectus exemption for distributions to existing security holders. It intends to publish the proposed prospectus exemptions on or around March 20, 2014.

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

Contact Information

  • British Columbia Securities Commission
    Richard Gilhooley

    Autorité des marchés financiers
    Sylvain Théberge

    Manitoba Securities Commission
    Kevan Hannah

    Nova Scotia Securities Commission
    Tanya Wiltshire

    Nunavut Securities Office
    Louis Arki

    Authority of Saskatchewan - Financial and Consumer Affairs
    Daniela Machuca

    Alberta Securities Commission
    Mark Dickey

    New Brunswick - Financial and Consumer Services Commission
    Wendy Connors-Beckett

    PEI Securities Office - Office of the Attorney General
    Janice Callbeck

    Office of the Yukon - Superintendent of securities
    Rhonda Horte

    Northwest Territories - Securities Office
    Donn MacDougall