As we discussed last September, this past August and last week, private placements in British Columbia will soon be subject to expanded post-trade disclosure requirements. The requirements to be imposed on foreign issuers and Canadian private issuers were expected to have a chilling effect on private placements into the province as detailed in our previous posts. The new requirements, found in Form 45-106F6, are set to come into force on October 3rd.
Earlier today, however, the BCSC issued an order exempting investment funds from the requirement to file the new Form 45-106F6, provided that a Form 45-106F1 is filed. Form 45-106F1 is the current form required to be filed in a Canadian jurisdiction under NI 45-106 Prospectus and Registration Exemptions.
Meanwhile, issuers and underwriters filing the report in respect of private placements by certain foreign public issuers (defined to include issuers subject to prescribed reporting requirements in the U.S. and certain other designated jurisdictions) will now be exempt from Item 4 of the new report, being the requirement to provide information regarding the securities beneficially owned or controlled by their insiders and promoters. The designated jurisdictions are Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore, South Africa, Spain, Sweden, Switzerland and the U.K. While the order provides relief from Item 4 in respect of these designated foreign public issuers, they must still file the report in compliance with the remaining provisions. No relief was extended to Canadian private companies.
The BCSC also concurrently published an order exempting representatives of the media from the prohibition against using information contained in Schedule I of the report provided they only disclose the information for journalistic purposes. The information contained in Schedule I includes the name of individual purchasers, the number and type of securities they purchased and price paid, the date of distribution and indication of whether the purchaser is an insider or a registrant.
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