Canada: Alberta Increases Access To Private Placements For Institutional Investors

Blanket Order 45-514 Re Certain Private Placements

By blanket order granted November 20, 2014, the Alberta Securities Commission (ASC) removed barriers to participation by institutional investors in private placements by foreign issuers by addressing three requirements that are unique to Canada. The order grants:

  • An exemption from Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets (MI 51-105), which may cause certain issuers having a class of securities quoted on a U.S. over-the-counter market to become subject to Canadian ongoing disclosure requirements
  • An exemption from the requirement to provide underwriter conflicts disclosure under National Instrument 33-105 Underwriting Conflicts (NI 33-105), both on the front page and in the body of an offering document
  • An exemption from the requirement to obtain written permission of the executive director under paragraph 92(3)(b) of the Securities Act (Alberta) to make representations that a security will be listed on an exchange or that application has been made to list a security on an exchange.

The only conditions are that (1) the securities be distributed under an exemption from the prospectus filing requirement and (2) the distribution (and promotional activities in the case of MI 51-105) in Alberta be restricted to "permitted clients," a narrower category than "accredited investor." The relief applies to both foreign issuers and Canadian issuers, reporting issuers and non-reporting issuers, and offerings that are made primarily in Canada as well as offerings made primarily outside Canada. The exemptive relief is available to all dealers entitled to distribute securities to permitted clients in Alberta without a requirement to provide those permitted clients with a notice or to receive back from them an acknowledgment. The blanket order does not deal with statutory rights of action because, unlike Ontario and certain other provinces, Alberta securities legislation does not have statutory rights of rescission or damages for misrepresentation in an offering memorandum.

The blanket order expires November 20, 2017, while the ASC continues to work with the other Canadian securities regulators on rulemaking that would replace the blanket order.

The ASC granted the blanket order on the basis that the three provisions listed above impose unnecessary and unintended constraints on private placements to Alberta institutional investors. As a result of MI 51-105, offerings were being made available to institutional investors in Ontario and Quebec, but not elsewhere in Canada.

The MI 51-105 exemption corresponds to an exemption previously granted by Quebec's Autorité des marchés financiers (AMF). The exemption from obtaining permission to make representations with respect to listing is narrower than a blanket order that has been provided by the British Columbia Securities Commission, which applies to the retail as well as the institutional market. Where the Alberta blanket order breaks new ground is in expanding the AMF's MI 51-105 exemptive relief to apply to the underwriter conflicts disclosure requirements of NI 33-105.

The MI 51-105 exemption is available for both promotional activities carried on in or from Alberta and the distribution of a security to an Alberta permitted client. It replaces the exemptive relief previously granted by the ASC in Blanket Order 51-513 Re Relief from Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, while retaining the earlier blanket order's exemptive   relief for an issuer that has securities listed on an exchange designated in the order.


Wrapper Exemption Discretionary Orders

Beginning in April 2013, the Canadian securities regulators have granted time-limited exemptive relief to at least 120 registered dealers and exempt international dealers in offering to permitted clients in Canada securities of foreign issuers that are not reporting issuers as part of offerings of securities made primarily in a foreign jurisdiction. See our April 2013 Blakes Bulletin: Canadian Securities Regulators Exempt Foreign Offerings from Canadian Wrapper Requirement for more details. These are generally called the wrapper exemption orders because they have enabled many offerings by foreign issuers to be extended into Canada without a "wrapper" to satisfy specific Canadian disclosure requirements.

However, the exemption from the NI 33-105 disclosure requirements was made available for offerings of securities of non-government issuers only if the offering document complies with the underwriter conflicts disclosure requirements applicable to U.S. registered offerings. This has proven to be a major impediment for the large number of offerings that are not registered in the United States. The requirement for "related issuer" disclosure in the body of the offering document in the case of offerings of non-investment grade government debt has proven in practice to be an even greater impediment to use of the wrapper exemption because of the unwillingness of that fast-moving market to address the applicability or not of Canadian legal requirements on an offering-by-offering basis.

Proposed Wrapper Exemption Rulemaking

The Canadian securities regulators released for comment in November 2013 proposed amendments to NI 33-105 and a proposed multilateral instrument to make the time-limited relief in the wrapper exemption orders permanent and available to all market participants. See our December 2013 Blakes Bulletin: Canadian Wrapper Exemptions for Foreign Offerings Proposed as Rules for additional information. These initiatives proposed to ease some of the procedural conditions to reliance on the wrapper exemption orders. However, as pointed out in comment letters by Canadian mutual fund managers (RBC Global Asset Management Inc. and AGF Investments Inc.), Canadian managers of pension fund money (Alberta Investment Management Corporation, Caisse de dépôt et placement du Québec and Ontario Teachers' Pension Plan Board), as well as the U.S. Securities Industry and Financial Markets Association, which represents the U.S. broker-dealers, the proposals did not alleviate the larger impediments to the extension to Canadian institutional investors of offerings of non-investment grade foreign government debt and of securities of other foreign issuers where the offering is not registered in the United States.

Exemptions from MI 51-105

On MI 51-105 coming into effect on July 31, 2012 in all provinces except Ontario, the AMF issued a blanket decision that included a simple, broad exemption where promotional activities in Quebec are restricted to permitted clients, while the other provincial regulators issued blanket orders with two more complex exemptions, including an exemption that depended on the exchange on which a class of the issuer's securities were first listed. In the case of offerings of securities of foreign issuers, the restriction to permitted clients meshes with the restriction on exempt international dealers being able to offer and sell securities only to permitted clients. The result has been large numbers of offerings of foreign issuers being extended to Canadian institutional investors in Ontario and Quebec only, even offerings where the consequences of MI 51-105 would not apply because the analysis was too time-consuming.


The new Alberta blanket order eliminates any impediment to a typical offering of foreign securities being extended to institutional investors in Alberta. Foreign securities can now be sold into Alberta without any need to prepare an Alberta-specific wrapper.

Will global offerings of securities generally be extended into Alberta without an Alberta investor taking the initiative? Not necessarily because foreign dealers may decide not to sell solely into Alberta even though it now has in place a regulatory regime that is more open to offerings of foreign securities than the rest of Canada. It remains to be seen whether the other Canadian securities regulators will follow Alberta's lead, either through blanket order—an option not available to the Ontario Securities Commission—or changes to the proposed wrapper exemption rulemaking.

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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Events from this Firm
16 Oct 2018, Seminar, Toronto, Canada

Join Blakes lawyers for our 10th annual overview of recent legal and regulatory developments and practical strategies to navigate the changing regulation of Canada’s payments industry.

26 Oct 2018, Other, Vancouver, Canada

Cybersecurity, including data privacy and security obligations, has become a critical chapter in every company’s risk management playbook.

30 Oct 2018, Other, Toronto, Canada

Please join us for discussions on recent updates and legal developments in pension and employee benefits as well as employment law issues.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions