On July 29, 2015, the Nova Scotia Securities Commission (NSSC) published Blanket Order 51-508 Exemptions from Multilateral Instrument 51-105 Issuers Quoted on the U.S. Over-the-Counter Markets (Nova Scotia Blanket Order 51-508).
As we've previously discussed MI 51-105 can subject issuers who carry out certain types of investment activities in certain provinces to Canadian public company-type obligations. Adopted by every province other than Ontario, MI 51-105 is intended to discourage the manufacture and sale of OTC-quoted shell companies that can be used to facilitate abusive market practices.
In response to the concern that MI 51-105 would have an unintended and overreaching impact, regulators in almost all Canadian jurisdictions that adopted MI 51-105 have issued blanket orders to exempt certain issuers from the application of the instrument.
Notably, Nova Scotia Blanket Order 51-508 provides that section 3 of MI 51-105 does not apply if a prospectus exempt distribution by an OTC issuer is restricted to permitted clients only and any promotional activities in or from Nova Scotia in respect of the distribution are directed only at permitted clients. Nova Scotia Blanket Order 51-508 revokes a previous blanket order issued by the NSSC (Blanket Order 51-506) and is consistent with similar blanket orders adopted in other provinces.
The New Brunswick Financial and Consumer Services Commission published similar blanket order (New Brunswick Blanket Order 51-506) on August 31, 2015.
For further information, please consult Blanket Order 51-508, New Brunswick Blanket Order 51-506 and the comprehensive list of blanket orders issued in relation to MI 51-105 that we maintain on the Resources page of CanadianSecuritiesLaw.com.
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.
