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.
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.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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The Canadian Office of the Superintendent of Financial Institutions ("OSFI") recently ruled that a bank cannot promote comprehensive credit insurance ("CCI") within its Canadian branches under the Insurance Business (Banks and Bank Holdings Companies) Regulations (the "Regulations").
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