THE OFFERING MEMORANDUM UNDER ONTARIO SECURITIES LAW By: Daniel A. Coderre Soloway Wright LLP

Size: px
Start display at page:

Download "THE OFFERING MEMORANDUM UNDER ONTARIO SECURITIES LAW By: Daniel A. Coderre Soloway Wright LLP"

Transcription

1 THE OFFERING MEMORANDUM UNDER ONTARIO SECURITIES LAW By: Daniel A. Coderre Soloway Wright LLP Many companies raise capital by offering shares in their capital stock for sale at one time or another. When a company is not a reporting issuer, 1 it may prepare and deliver offering material to the proposed subscribers in connection with such a sale, subject to certain rules under Ontario securities laws. This paper explains those rules. Background Information Before discussing offering memoranda, it is useful to first discuss some of the other rules and regulations under the Securities Act (the Act ), 2 from which the rules concerning offering memoranda flow. Prospectus and Registration Requirements A company may not buy or sell securities at its leisure. 3 Prior to the transfer of a security from one person to another (including share subscriptions) the transferor must register as a dealer with the Ontario Securities Commission (the OSC ). A dealer is a person who has been licensed by the OSC to trade securities either on his, her or its own behalf, or as an agent for another person. Transfers of securities from one person to another are known as trades. 4 When the transferor is a company trading a security of its own issue, this type of trade (among others) is known as a distribution. Prior to the distribution of any security, a prospectus, disclosing all of the material facts relating to the securities to be distributed, must be filed with the OSC. Registering as a dealer and filing a prospectus are both time consuming, strictly regulated and expensive processes. For most privately owned companies and shareholders, registering as a dealer and filing a prospectus are too complex and expensive to be worthwhile. Fortunately, there is an alternative. The Exemption Regime The Act empowers the OSC to create rules with respect to various matters. Among those matters are the powers to create and remove exemptions from the dealer 1 A reporting issuer is a company whose securities are listed on a market recognized by the OSC. 2 Securities Act, RSO 1990, c-s.5. 3 The most common type of security is a corporate share. Shares are only one of a lengthy list of items that are considered to be securities, for example, a warrant or an option to purchase shares are also considered to be securities. For a full definition of security, please see section 1(1) of the Act. 4 The definition of trade encompasses more that just transfers. For a full definition of the term trade, please see section 1(1) of the Act.

2 2 registration and prospectus requirements. 5 Effectively this means that the OSC can amend certain parts of the Act and its regulations. It is unusual to give the power to amend and override legislation to an un-elected body; however, the Legislature determined that securities laws must be able to respond to the needs of the securities market in Ontario quickly. Therefore, the rulemaking power of the OSC is explained by that fact that the OSC, with its expertise in securities law, can create new rules to meet the purposes of the Act more efficiently than the Legislature can amend the Act or its regulations. A new rule known as National Instrument Prospectus and Registration Exemptions ( NI ) was recently adopted by the OSC and the other securities commissions across Canada. NI lists most of the dealer registration and prospectus exemptions available in Ontario. Only more seldom used exemptions are contained elsewhere. The OSC has also removed all of the dealer registration and prospectus requirements contained in the Act and deleted several old rules that contained exemptions that are now in NI As mentioned above, the OSC does not have the power to physically remove the exemptions found in the Act, only to render them ineffective. Despite this awkward outcome, at least all of the Act s exemptions are removed, not just some of them, which was the case prior to the adoption of NI I have summarized the new exemptions that are applicable to the rules concerning offering memoranda below. In this paper I refer to these exemptions, as well as the other exemptions that are set out in s. 6.1 of Rule , 7 as the OM Exemptions. Exemptions Private Issuer Exemption. 8 The private issuer exemption replaces what was known as the closely held issuer exemption and is similar to the private issuer exemption that was available to companies in Ontario until September of The private issuer exemption is generally for a trade in a security of a company that has fifty or fewer shareholders (not counting employees and former employees of the company) and is not a reporting issuer. Trades of private issuers securities may only be made to a persons listed in the exemption (including, directors, executive officers, founders and control persons and their respective family members, close personal friends 5 Act, ss. 143(1)(8) and (20). 6 OSC Rule ; OSC Rule , s OSC Rule , ss The other exemptions that are set out in s. 6.1 of Rule (additional investment in investment funds, and government incentive security) are used infrequently and therefore not discussed in this paper. 8 NI , s. 2.4.

3 3 and close personal associates). 9 In addition to the above, for the private issuer exemption to be applicable to a trade: (a) the private issuer s articles, shareholders agreement or other security holders agreement, must contain restrictions on the transfer of its securities; and (b) the private issuer must only have distributed its securities to the eligible transferees described in Schedule A. Accredited Investor Exemption. Purchases of securities by accredited investors are exempt from the dealer registration and prospectus requirements. The list of persons fitting the definition of accredited investor is lengthy. The most common type of accredited investors who are individuals are those: (a) who alone or together with a spouse have financial assets worth at least $1,000, (financial assets are generally cash or securities); (b) whose net income in each of the last two years was at least $200,000.00; (c) whose net income in each of the last two years together with a spouse was at least $300,000.00; and (d) who alone or together with a spouse have net assets worth at least $5,000, For a full list of accredited investors, please see Schedule B of this paper. Accredited investors are also a class of purchasers of securities that are exempt if the company issuing shares is a private issuer. Where possible, the private issuer exemption should be relied on in favour of the accredited investor exemption. The accredited investor exemption requires that a form F1 be filed with the OSC, along with the payment of a fee of $500. No such form or fee is required when the private issuer exemption is used in connection with a purchaser who is an accredited investor. Founder/Control Person Exemption. Even if the issuer is not a private issuer the dealer registration and prospectus requirements do not apply to trades in a security of a company to the following persons: (a) a founder of the company that continues to be actively involved in the company s business at the time of the trade or family members of the founder; or (b) a person who has material voting control of the company. 9 For a list of persons to whom securities may be distributed pursuant to this exemption, please see Schedule A.

4 4 Affiliates Exemption. Trades by a company of securities of its own issue, to its own affiliate, are exempt from the dealer registration and prospectus requirements. For the purposes of the Act, companies are affiliates if (a) one of them is the subsidiary of the other, of (b) each of them are controlled by the same person. Minimum Amount Exemption. If securities of a company are purchased for an aggregate cost of at least $150,000.00, then the trade is exempt from the dealer registration and prospectus requirements. Please be aware that if the person who purchases shares in reliance on this exemption is not a person otherwise listed in Schedule A, then the company will lose its status as a private issuer. The Offering Memorandum The Offering Memorandum Defined. When a company is attempting to raise capital through new share issuances, prospective purchasers will often require that some information about the company be set out in an offering memorandum of some description before agreeing to invest. There is nothing in Ontario securities law preventing a company from preparing an offering memorandum and voluntarily delivering it to prospective purchasers. In fact, according to the OSC, the only material (if any) delivered to prospective investors who are relying on an OM exemption should be (a) a term sheet, representing a skeletal outline of the features of a distribution without dealing extensively with the business and affairs of the company; and (b) an offering memorandum. 10 An offering memorandum is a document that: purports to describe the business and affairs of a company; has been prepared primarily for delivery to and review by a prospective purchaser in contemplation of soliciting an investment from the prospective purchaser; is designed to assist the prospective purchaser to make an investment decision in respect of securities being sold; and has been delivered in respect of a distribution that would require a prospectus but for the availability of one or more of the exemptions contained in Ontario securities law. 11 Most documents that are prepared and delivered to potential purchasers in order to 10 OSC Rule , Companion Policy s. 5.6(2). 11 Act, s. 1(1) and s. 5.1(2) to the Companion Policy of OSC Rule

5 5 solicit subscriptions for securities (other than prospectuses) will be considered to be offering memoranda by the OSC. However, documents that set out current information about a company for the benefit of a prospective purchaser familiar with the company through prior investment or business contacts are not considered to be offering memoranda. There is no prospectus or registration exemption available in connection with the preparation or delivery of an offering memorandum in Ontario; however, other provinces do have such an exemption. 12 To see an example of the type of offering memorandum that other provinces require in order for a trade to be exempt from the prospectus and registration requirements, please see the form of offering memorandum required pursuant to NI Companies relying on the offering memorandum exemption in other provinces also must have their investors sign the risk acknowledgement form (or a similar form) that is set out at Schedule C. It is prudent for companies in Ontario to have any investors who received an offering memorandum sign this acknowledgement at the time of their respective subscriptions, even though it is not required under Ontario securities law. Disclosure to the OSC. If a company delivers an offering memorandum to any potential purchasers, that offering memorandum (and any amendments to it that are delivered to potential investors) must also be delivered to the OSC within ten days after any securities are distributed to persons who received the offering memorandum. 14 The offering memorandum is not generally reviewed by the OSC; however, if it becomes aware that an offering memorandum fails to disclose material information, the OSC may seek to effect remedial action. It is the OSC s policy to keep offering memorandums confidential, subject to requests made pursuant to the Freedom of Information and Protection of Privacy Act. Rights of Rescission and Damages. Ontario securities law does not generally prescribe the content of an offering memorandum. However, when a purchase of securities is made in reliance on any of the OM Exemptions the following rights must be described in the offering memorandum: The purchaser has a right of action for damages against the issuing company if offering memorandum contains a misrepresentation, (without regard to whether the purchaser relied on the misrepresentation); and 12 NI , s NI , s. 2.9; Schedule F2. 14 OSC Rule , s Act, s (1).

6 6 2. The purchaser may elect to exercise a right of rescission against the issuing company if the offering memorandum contains a misrepresentation, (without regard to whether the purchaser relied on the misrepresentation). If the purchaser exercises this right, the purchaser ceases to have a right of action for damages against the company. The purchaser s right of rescission must be exercised within 180 days after the date of the transaction that gave rise to that right. The purchaser s right to commence an action for damages must be commenced on or before the earlier of (a) 180 days after it has knowledge of the facts giving rise to the cause of action, and (b) three years after the date of the transaction that gave rise to the cause of action. 16 If the company proves that the purchaser purchased the securities with knowledge of the misrepresentation, then the company is not liable for damages. 17 If there is a misrepresentation in an offering memorandum the company may not be liable for all of the purchaser s damages. The company is not liable for (a) any portion of the damages that it proves do not represent the depreciation in value of the security as a result of the misrepresentation relied on, 18 or (b) any damages in excess of the price at which the securities were offered. 19 Forward-Oriented Financial Information. If an offering memorandum contains information about prospective results of operations, financial position or changes in financial position, based on assumptions about future economic conditions and courses of action (also known as forward-oriented financial information, or FOFI ), it is advisable to insert the following into the offering memorandum: (a) (b) reasonable cautionary language identifying such information as FOFI, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the FOFI, and a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the FOFI. The above inclusions are important because the company will not be liable for damages and no right of rescission will exist for misrepresentations in FOFI, if it can prove that (i) the provisions set out above are contained in the offering memorandum near 16 Act, s Act, s (3). 18 Act, s (3). 19 Act, s (6).

7 7 to the actual FOFI, and (ii) it had a reasonable basis for drawing the conclusions or making the forecasts and projections described in the FOFI. 20 Exceptions. An offering memorandum delivered in connection with a distribution in a security made otherwise than in reliance on the OM Exemptions does not give rise to the rescission and damage rights described above and need not be disclosed to the OSC. However, the OM Exemptions are those most commonly relied upon when non-reporting companies issue shares to new investors (that are not employees). Consequently, most of the time when non-reporting companies issue an offering memorandum they will be issuing shares in reliance on the OM Exemptions and will have to comply with the rules set out above. Attracting the Wrong Investors. As mentioned earlier in this paper, no prospectus or registration exemption available is available in Ontario in connection with the preparation or delivery of an offering memorandum. Consequently, despite the fact that a company s offering memorandum may attract unexpected interest (for example, from persons known to the target investors), unless the company files a prospectus and registers as a dealer, whether an offering memorandum is delivered or not, every subscriber must fall under an exemption to the registration and prospectus requirements of the Act. Potential investors that are not subject to an exemption must be turned away. Penalties for Offences In addition to the rights of rescission and to claim for damages that are accorded to subscribers who rely on a misrepresentation in an offering memorandum, companies and their directors and officers may be subject to a fine of up to five million dollars, five years imprisonment, or both if a statement is made in an offering memorandum that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the offering memorandum not misleading. 21 The penalties will apply even if the offering memorandum is not filed with the OSC, because they apply to any document required to be filed or furnished under Ontario securities law, not just those that are actually filed or furnished. The OSC also has the power to make various orders if in its opinion it is in the public interest to do so. 22 If a company does not file an offering memorandum when it should have, the OSC might consider exercising this power. Orders that the OSC can make pursuant to this power include: An order that trading in any securities by or of a person or company cease 20 Act, s (1). 21 Act, ss. 122(1) and (3). 22 Act, s. 127(1).

8 8 permanently or for such period as is specified in the order; An order that any exemptions contained in Ontario securities law do not apply to a person or company permanently or for such period as is specified in the order; An order that a person resign one or more positions that the person holds as a director or officer of an issuer; and If a person or company has not complied with Ontario securities law, an order requiring the person or company to pay an administrative penalty of not more than $1 million for each failure to comply. If the OSC conducts a hearing or and investigation into a person s or company s activities, and it is satisfied that the person or company has not complied with Ontario securities law or that the person or company has committed an offence under the Act, it can order that the person or company pay the OSC s costs related to that hearing or investigation. 23 Finally, in addition to the above penalties and orders, the OSC may apply to the Superior Court of Justice for a declaration that a company has not complied with Ontario securities law and if the Court makes such declaration it may make any order that it considers appropriate, including: 24 Prohibiting the voting or exercise or any other right attaching to securities; Appointing directors and officers in place of or in addition to those then in office; Requiring a person or company to pay general or punitive damages to any other person or company. Admittedly, some of the above penalties are unlikely to be applied to a company that neglects to file an offering memorandum; however, the severity of the penalties should serve as an indication that complying with Ontario securities laws is serious business. For further advice on offering memoranda or dealer registration and prospectus exemptions, please contact me any time at: Dan Coderre Soloway Wright LLP 366 King St. East, Suite 510 Kingston, Ontario K7K 6Y Act, s Act, s. 128.

9 9 SCHEDULE A PERSONS ELIGIBLE TO PURCHASE A SECURITY PURSUANT TO THE PRIVATE ISSUER EXEMPTION The dealer registration and prospectus requirements do not apply in respect of a trade in a security of a private issuer to a person who purchases the security as principal and is: (a) a director, officer, employee, founder or control person of the issuer, (b) a spouse, parent, grandparent, brother, sister or child of a director, executive officer, founder or control person of the issuer, (c) a parent, grandparent, brother, sister or child of the spouse of a director, executive officer, founder or control person of the issuer, (d) a close personal friend of a director, executive officer, founder or control person of the issuer, (e) a close business associate of a director, executive officer, founder or control person of the issuer, (f) a spouse, parent, grandparent, brother, sister or child of the selling security holder or of the selling security holder s spouse, (g) a security holder of the issuer, (h) an accredited investor, (i) a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs (a) to (h), (j) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs (a) to (h), or (k) a person that is not the public. *Many of the terms used above are defined terms. Please consult NI for a list of definitions. Schedule A to The Offering Memorandum Under Ontario Securities Law

10 10 SCHEDULE B ACCREDITED INVESTORS accredited investor means (a) a Canadian financial institution, or a Schedule III bank, (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), (c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, (d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), (e) an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d), (f) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada, (g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l île de Montréal or an intermunicipal management board in Québec; (h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, (i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada, (j) an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, (k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, (l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000, (m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, (n) an investment fund that distributes or has distributed its securities only to i. a person that is or was an accredited investor at the time of the distribution, ii. a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], and 2.19 [Additional investment in investment funds], or Schedule B to The Offering Memorandum Under Ontario Securities Law

11 11 iii. a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment], (o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt, (p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as may be, (q) a person acting on behalf of a fully managed account managed by that person, if that person i. is registered or authorized to carry on business as an adviser or the equivalent under the legislation of a jurisdiction of Canada or a foreign jurisdiction, and ii. in Ontario, is purchasing a security that is not a security of an investment fund; (r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded, (s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs to (d) or paragraph (i) in form and function, (t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the securities required by law to be owned by directors, are persons that are accredited investors, (u) an investment fund that is advised by a person registered as an adviser or a person that is exempt registration as an adviser, or a person that is recognized or designated by the securities regulatory authority or, except in Ontario Québec, the regulator as (i) an accredited investor, or (ii) an exempt purchaser in Alberta or British Columbia after this Instrument comes into force. *Many of the terms used above are defined terms. Please consult NI for a list of definitions. Schedule B to The Offering Memorandum Under Ontario Securities Law

12 12 SCHEUDLE C FORM OF RISK ACKNOWLEDGEMENT Schedule C to The Offering Memorandum Under Ontario Securities Law

13 Schedule C to The Offering Memorandum Under Ontario Securities Law 13

SCHEDULE A ACCREDITED INVESTOR STATUS CERTIFICATE

SCHEDULE A ACCREDITED INVESTOR STATUS CERTIFICATE SCHEDULE A ACCREDITED INVESTOR STATUS CERTIFICATE TO BE COMPLETED BY BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUÉBEC, NEWFOUNDLAND AND LABRADOR, NOVA SCOTIA, NEW BRUNSWICK AND PRINCE

More information

Supplement to the OSC Bulletin

Supplement to the OSC Bulletin The Ontario Securities Commission NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES OSC RULE 45-501 ONTARIO PROSPECTUS AND REGISTRATION EXEMPTIONS

More information

Canadian Securities Regulatory Requirements applicable to Non- Resident Broker-Dealers, Advisers and Investment Fund Managers

Canadian Securities Regulatory Requirements applicable to Non- Resident Broker-Dealers, Advisers and Investment Fund Managers This memorandum provides a summary only of only some of the more significant Canadian securities regulatory requirements that are applicable to non-resident broker-dealers, advisers and investment fund

More information

The shaded text boxes in this document are for explanatory purposes only and are not part of National Instrument 45-106.

The shaded text boxes in this document are for explanatory purposes only and are not part of National Instrument 45-106. This is an unofficial consolidation of National Instrument 45-106 Prospectus and Registration Exemptions, its forms and companion policy current to April 13, 2012. This document is for reference purposes

More information

NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS AND EXEMPTIONS. Table of Contents

NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS AND EXEMPTIONS. Table of Contents NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS AND EXEMPTIONS Table of Contents Part 1 Interpretation 1.1 Definitions of terms used throughout this Instrument 1.2 Interpretation of securities in

More information

The text boxes in this document are for explanatory purposes only and are not part of the Instrument or the Companion Policy.

The text boxes in this document are for explanatory purposes only and are not part of the Instrument or the Companion Policy. This document is an unofficial consolidation of all amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and its Companion Policy,

More information

SUMMARY OF KEY CAPITAL RAISING PROSPECTUS EXEMPTIONS IN ONTARIO

SUMMARY OF KEY CAPITAL RAISING PROSPECTUS EXEMPTIONS IN ONTARIO SUMMARY OF KEY CAPITAL RAISING PROSPECTUS EXEMPTIONS IN ONTARIO JANUARY 28, 2016 TABLE OF CONTENTS Background and Purpose of Summary p. 1-2 Table 1: Comparison Table of Key Capital Raising Prospectus Exemptions

More information

TACTEX F1 PRIVATE EQUITY FUND LP SUMMARY OF PRINCIPAL TERMS

TACTEX F1 PRIVATE EQUITY FUND LP SUMMARY OF PRINCIPAL TERMS TACTEX F1 PRIVATE EQUITY FUND LP SUMMARY OF PRINCIPAL TERMS Certain terms and attributes of Tactex F1 Private Equity Fund LP (the Partnership ) are highlighted below. This summary is qualified in its entirety

More information

DOCUMENT CHECKLIST FUNDSERV BROKERS (INDIVIDUAL)

DOCUMENT CHECKLIST FUNDSERV BROKERS (INDIVIDUAL) DOCUMENT CHECKLIST FUNDSERV BROKERS (INDIVIDUAL) NAME: DATE: This checklist is one of the forms you will need to mail with your subscription form. Please fill out your name and the date at the top right

More information

INVESTORS RIGHTS. a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada);

INVESTORS RIGHTS. a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada); INVESTORS RIGHTS In certain circumstances, investors resident in certain provinces of Canada are provided with a remedy for rescission or damages, or both, in addition to any other right they may have

More information

Sample Investment Management Agreement

Sample Investment Management Agreement Reviewed by BLG - April 21, 2010 Sample Investment Management Agreement Notice This sample investment management agreement is intended only to provide general guidance to Portfolio Management Association

More information

OVERVIEW OF CORPORATE AND SECURITIES LAWS APPLICABLE TO PUBLIC COMPANIES IN BRITISH COLUMBIA DATED AS OF OCTOBER 27, 2009 GENERAL OVERVIEW

OVERVIEW OF CORPORATE AND SECURITIES LAWS APPLICABLE TO PUBLIC COMPANIES IN BRITISH COLUMBIA DATED AS OF OCTOBER 27, 2009 GENERAL OVERVIEW OVERVIEW OF CORPORATE AND SECURITIES LAWS APPLICABLE TO PUBLIC COMPANIES IN BRITISH COLUMBIA DATED AS OF OCTOBER 27, 2009 This memorandum contains a general overview of British Columbia corporate law and

More information

NATIONAL INSTRUMENT 45-101 RIGHTS OFFERINGS TABLE OF CONTENTS PART 1 DEFINITIONS, INTERPRETATION AND APPLICATION

NATIONAL INSTRUMENT 45-101 RIGHTS OFFERINGS TABLE OF CONTENTS PART 1 DEFINITIONS, INTERPRETATION AND APPLICATION NATIONAL INSTRUMENT 45-101 RIGHTS OFFERINGS TABLE OF CONTENTS PART 1 DEFINITIONS, INTERPRETATION AND APPLICATION 1.1 Definitions 1.2 Interpretation 1.3 Application PART 2 REMOVAL OF RIGHTS OFFERING PROSPECTUS

More information

POLICY 5.6 NORMAL COURSE ISSUER BIDS

POLICY 5.6 NORMAL COURSE ISSUER BIDS Scope of Policy POLICY 5.6 NORMAL COURSE ISSUER BIDS This Policy sets out the procedures and policies of the Exchange with respect to normal course issuer bids made through its facilities. In general,

More information

Canadian Securities Regulatory Requirements applicable to NonResident Broker-Dealers, Advisers. and Investment Fund Managers

Canadian Securities Regulatory Requirements applicable to NonResident Broker-Dealers, Advisers. and Investment Fund Managers This memorandum provides a summary only of only some of the more significant Canadian securities regulatory requirements that are applicable to non-resident broker-dealers, advisers and investment fund

More information

PSP CAPITAL INC. Short-Term Promissory Notes. Up to Cdn. $3,000,000,000. Unconditionally and Irrevocably Guaranteed by

PSP CAPITAL INC. Short-Term Promissory Notes. Up to Cdn. $3,000,000,000. Unconditionally and Irrevocably Guaranteed by This Second Amended and Restated Information Memorandum (the Information Memorandum ) is not, and under no circumstances is to be construed as, an offering of the Short-Term Promissory Notes referred to

More information

SUBSCRIPTION AGREEMENT (for use by registered dealers)

SUBSCRIPTION AGREEMENT (for use by registered dealers) SUBSCRIPTION AGREEMENT (for use by registered dealers) TO: AND TO: The Fund (as defined below) Lysander Funds Limited (the Manager and Lysander and Distributor ) 100 York Blvd., Suite 550, Richmond Hill,

More information

Chapter 5. Rules and Policies

Chapter 5. Rules and Policies Chapter 5 Rules and Policies 5.1.1 NI 55-104 Insider Reporting Requirements and Exemptions and Consequential Amendments to Related Instruments and Repeal Instruments for Certain Predecessor Instruments

More information

SUBSCRIPTION INSTRUCTIONS AND AGREEMENT

SUBSCRIPTION INSTRUCTIONS AND AGREEMENT Portland private growth fund SUBSCRIPTION INSTRUCTIONS AND AGREEMENT OWNERS. OPERATORS. AND INVESTORS. Included in this Subscription Instructions and Agreement package are the following documents: SCHEDULE

More information

Securities Trading and Insider Reporting Policy

Securities Trading and Insider Reporting Policy Securities Trading and Insider Reporting Policy Securities law generally prohibits trading or dealing in the securities of a company on the basis of undisclosed material information. Anyone violating these

More information

National Instrument 55-104 Insider Reporting Requirements and Exemptions

National Instrument 55-104 Insider Reporting Requirements and Exemptions National Instrument 55-104 Insider Reporting Requirements and Exemptions PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions and interpretation (1) In this Instrument acceptable summary form means, in

More information

Citation: Pet Valu Canada Inc., 2007 ABASC 918 Date: 20071203

Citation: Pet Valu Canada Inc., 2007 ABASC 918 Date: 20071203 Headnote Mutual Reliance Review System for Exemptive Relief Applications relief from certain continuous disclosure requirement and certification requirements - in addition, a prior order is revoked to

More information

Unofficial Consolidation January 1, 2015

Unofficial Consolidation January 1, 2015 This document is an unofficial consolidation of all amendments to National Instrument 21-101 Marketplace Operation, its Forms and its Companion Policy current to January 1, 201 This document is for reference

More information

INSIDER TRADING POLICY SUPERIOR PLUS CORP.

INSIDER TRADING POLICY SUPERIOR PLUS CORP. INSIDER TRADING POLICY SUPERIOR PLUS CORP. A fundamental principle of securities legislation is that everyone investing in securities should have equal access to information that may affect their decision

More information

IBA 2001 CANCUN COMMITTEE NP STRUCTURING INTERNATIONAL EQUITY COMPENSATION PLANS CASE STUDY

IBA 2001 CANCUN COMMITTEE NP STRUCTURING INTERNATIONAL EQUITY COMPENSATION PLANS CASE STUDY IBA 2001 CANCUN COMMITTEE NP STRUCTURING INTERNATIONAL EQUITY COMPENSATION PLANS CASE STUDY CANADIAN APPROACH BY ALAIN RANGER FASKEN MARTINEAU DuMOULIN LLP Stock Exchange Tower Suite 3400, P.O. Box 242

More information

New Canadian reporting requirements for Canadian private placement sales

New Canadian reporting requirements for Canadian private placement sales April 14 2016 UPDATE New Canadian reporting requirements for Canadian private placement sales Authors: Rob Lando, Lori Stein Posted in Resources > Canadian Legislation & Regulations NEW TRADE REPORT REQUIREMENTS

More information

AND IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS AND IN THE MATTER OF COMMERCE ONE, INC.

AND IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS AND IN THE MATTER OF COMMERCE ONE, INC. Headnote Mutual Reliance Review System for Exemptive Relief Applications - the first trade by former employees in shares acquired pursuant to the employee share purchase plan or employee stock option plan

More information

Companion Policy 55-104CP Insider Reporting Requirements and Exemptions

Companion Policy 55-104CP Insider Reporting Requirements and Exemptions Companion Policy 55-104CP Insider Reporting Requirements and Exemptions PART 1 INTRODUCTION AND DEFINITIONS 1.1 Introduction and Purpose (1) National Instrument 55-104 Insider Reporting Requirements and

More information

QUESTERRE ENERGY CORPORATION (the Corporation ) INSIDER TRADING AND REPORTING POLICY

QUESTERRE ENERGY CORPORATION (the Corporation ) INSIDER TRADING AND REPORTING POLICY QUESTERRE ENERGY CORPORATION (the Corporation ) INSIDER TRADING AND REPORTING POLICY The purpose of this insider policy is to summarize the insider trading restrictions to which directors, officers, consultants

More information

National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Table of Contents

National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Table of Contents National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues Table of Contents PART PART 1 PART 2 PART 3 PART 4 PART 5 PART 6 TITLE DEFINITIONS AND INTERPRETATION

More information

2006 BCSECCOM 692. Applicable British Columbia Provisions Securities Act, R.S.B.C. 1996, c. 418, ss. 34(1)(a), 48, 61 and 76

2006 BCSECCOM 692. Applicable British Columbia Provisions Securities Act, R.S.B.C. 1996, c. 418, ss. 34(1)(a), 48, 61 and 76 October 27, 2006 Headnote Mutual Reliance Review System for Exemptive Relief Applications - Securities Act, ss. 48, 76 Employees & Consultants exemption from registration and prospectus requirements for

More information

National Instrument 52-110. Audit Committees. Table of Contents

National Instrument 52-110. Audit Committees. Table of Contents This document is an unofficial consolidation of all amendments to National Instrument 52-110 Audit Committees and its Companion Policy and applies from January 1, 2011. The unofficial consolidation of

More information

Securities Law Newsletter January 2015 Westlaw Canada

Securities Law Newsletter January 2015 Westlaw Canada Securities Law Newsletter January 2015 Westlaw Canada THE PROSPECTUS EXEMPTION FOR DISTRIBUTIONS TO EXISTING SECURITY HOLDERS ONTARIO MAKES IT (ALMOST) UNANIMOUS Ralph Shay, Dentons Canada LLP The Ontario

More information

TITLE III CROWDFUNDING

TITLE III CROWDFUNDING H. R. 3606 10 have any person associated with that person subject to such a statutory disqualification. (3) For the purposes of this subsection, the term ancillary services means (A) the provision of due

More information

Search - 1 Result - 1.03 Financing

Search - 1 Result - 1.03 Financing Search - 1 Result - 1.03 Financing 1-1 Doing Business in Canada 1.03 Doing Business in Canada Copyright 2010, Matthew Bender & Company, Inc., a member of the LexisNexis Group. PART I Government, Legal

More information

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY 1. Introduction and Purpose ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY Almonty Industries Inc. (the Corporation ) is a Canadian company, it is a reporting issuer in Canada and its securities are listed

More information

PLEASE NOTE. For more information concerning the history of this Act, please see the Table of Public Acts.

PLEASE NOTE. For more information concerning the history of this Act, please see the Table of Public Acts. PLEASE NOTE This document, prepared by the Legislative Counsel Office, is an office consolidation of this Act, current to April 1, 2015. It is intended for information and reference purposes only. This

More information

A Basic Overview of Securities Regulation in British Columbia

A Basic Overview of Securities Regulation in British Columbia SECURITIES FOR JUNIOR LAWYERS AND LEGAL SUPPORT STAFF PAPER 1.1 A Basic Overview of Securities Regulation in British Columbia These materials were prepared by Dwight D. Dee of Miller Thomson LLP, Vancouver,

More information

NORTHERN BLIZZARD RESOURCES INC. STOCK DIVIDEND PROGRAM

NORTHERN BLIZZARD RESOURCES INC. STOCK DIVIDEND PROGRAM NORTHERN BLIZZARD RESOURCES INC. STOCK DIVIDEND PROGRAM Introduction This Stock Dividend Program (the "Program") provides eligible holders ("Shareholders") of common shares ("Common Shares") of Northern

More information

IN THE MATTER OF A DISCIPLINARY HEARING PURSUANT TO SECTIONS 20 AND 24 OF BY-LAW NO. 1 OF THE MUTUAL FUND DEALERS ASSOCIATION OF CANADA

IN THE MATTER OF A DISCIPLINARY HEARING PURSUANT TO SECTIONS 20 AND 24 OF BY-LAW NO. 1 OF THE MUTUAL FUND DEALERS ASSOCIATION OF CANADA Notice of Hearing File No. 201259 IN THE MATTER OF A DISCIPLINARY HEARING PURSUANT TO SECTIONS 20 AND 24 OF BY-LAW NO. 1 OF THE MUTUAL FUND DEALERS ASSOCIATION OF CANADA Re: Ricardo John Cavalli NOTICE

More information

OSC EXEMPT MARKET REVIEW OSC STAFF CONSULTATION PAPER 45 710 CONSIDERATIONS FOR NEW CAPITAL RAISING PROSPECTUS EXEMPTIONS

OSC EXEMPT MARKET REVIEW OSC STAFF CONSULTATION PAPER 45 710 CONSIDERATIONS FOR NEW CAPITAL RAISING PROSPECTUS EXEMPTIONS OSC EXEMPT MARKET REVIEW OSC STAFF CONSULTATION PAPER 45 710 CONSIDERATIONS FOR NEW CAPITAL RAISING PROSPECTUS EXEMPTIONS December 14, 2012 TABLE OF CONTENTS 1. Introduction 1.1 Background on review 1.2

More information

EXHIBIT D. made aware of the nature and extent of the coverage available to them; and

EXHIBIT D. made aware of the nature and extent of the coverage available to them; and Draft: February 14, 2005 EXHIBIT D MFDA PROPOSED AMENDMENTS TO RULE 2.7 ADVERTISING AND SALES COMMUNICATIONS AND PROPOSED MFDA POLICY NO. ("ADVERTISING RELATING TO MFDA IPC PARTICIPATION") 1. OVERVIEW

More information

INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW

INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW REPUBLIC OF CYPRUS INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW (No 47(I) of 1999) English translation prepared by The Central Bank of Cyprus ARRANGEMENT OF SECTIONS PART I PRELIMINARY AND GENERAL Section

More information

SECURITIES TRADING AND INSIDER REPORTING POLICY

SECURITIES TRADING AND INSIDER REPORTING POLICY SECURITIES TRADING AND INSIDER REPORTING POLICY Securities law generally prohibits trading or dealing in the securities of a company on the basis of undisclosed material information. Anyone violating these

More information

[LOGO] ROGERS COMMUNICATIONS INC. DIVIDEND REINVESTMENT PLAN. November 1, 2010

[LOGO] ROGERS COMMUNICATIONS INC. DIVIDEND REINVESTMENT PLAN. November 1, 2010 [LOGO] ROGERS COMMUNICATIONS INC. DIVIDEND REINVESTMENT PLAN November 1, 2010 Rogers Communications Inc. Dividend Reinvestment Plan Table of Contents SUMMARY... 3 DEFINITIONS... 4 ELIGIBILITY... 6 ENROLLMENT...

More information

DESCRIPTION OF THE PLAN

DESCRIPTION OF THE PLAN DESCRIPTION OF THE PLAN PURPOSE 1. What is the purpose of the Plan? The purpose of the Plan is to provide eligible record owners of common stock of the Company with a simple and convenient means of investing

More information

TARTISAN RESOURCES CORP. INSIDER TRADING AND BLACK-OUT POLICY

TARTISAN RESOURCES CORP. INSIDER TRADING AND BLACK-OUT POLICY TARTISAN RESOURCES CORP. INSIDER TRADING AND BLACK-OUT POLICY DECEMBER 21, 2010 Table of Contents EXECUTIVE SUMMARY... 3 INTRODUCTION... 3 MATERIAL INFORMATION... 4 PERSONS IN A SPECIAL RELATIONSHIP WITH

More information

Canada Takeover Guide

Canada Takeover Guide Canada Takeover Guide Contact Jay Lefton Borden Ladner Gervais LLP 1 JLefton@BLG.com 1 The information contained herein is current as of July 2013 and is a summary only of the applicable laws and regulations

More information

COMPANION POLICY 31-103CP REGISTRATION REQUIREMENTS AND EXEMPTIONS. Table of Contents

COMPANION POLICY 31-103CP REGISTRATION REQUIREMENTS AND EXEMPTIONS. Table of Contents COMPANION POLICY 31-103CP REGISTRATION REQUIREMENTS AND EXEMPTIONS Table of Contents Part 1 Definitions and fundamental concepts 1.1 Introduction 1.2 Definitions 1.3 Fundamental concepts Individual registration

More information

BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN This Offering Circular covers common shares of Bank of Montreal (the Bank ) which may be purchased on the open market through

More information

arranges a mortgage in which another person is to be the lender; arranges the sale of a mortgage lender s interest in a mortgage to a new lender; or

arranges a mortgage in which another person is to be the lender; arranges the sale of a mortgage lender s interest in a mortgage to a new lender; or The Registrar of Mortgage Brokers www.fic.gov.bc.ca Information Bulletin Bulletin Number: MB 11-005 Topic: FORM 9 LENDER DISCLOSURE STATEMENT Issue Date: JULY 2011 (updated December 2014) To assist brokers

More information

Corporate Finance and Mergers &

Corporate Finance and Mergers & Corporate Finance and Mergers & Acquisitions 25 Corporate Finance and Mergers & Acquisitions Canada has well-developed and sophisticated capital markets. The main sources of capital are Canadian chartered

More information

HSBC Mutual Funds. Simplified Prospectus June 8, 2015

HSBC Mutual Funds. Simplified Prospectus June 8, 2015 HSBC Mutual Funds Simplified Prospectus June 8, 2015 Offering Investor Series, Advisor Series, Premium Series, Manager Series and Institutional Series units of the following Funds: HSBC Global Corporate

More information

Certain capitalized terms in this Premium Dividend and Dividend Reinvestment Plan have the meaning assigned to them under "Definitions" below.

Certain capitalized terms in this Premium Dividend and Dividend Reinvestment Plan have the meaning assigned to them under Definitions below. Premium Dividend and Dividend Reinvestment Plan Certain capitalized terms in this Premium Dividend and Dividend Reinvestment Plan have the meaning assigned to them under "Definitions" below. Important

More information

Trust and Loan Companies Act

Trust and Loan Companies Act Finance and Treasury Board TH 4. Flr. Bus: 902 424-6331 1723 Hollis Street Fax: 902 424-1298 PO Box 2271 E-mail: Halifax, NS B3J 3C8 Financial Institutions Section Our File #: License No. OFFICE USE ONLY

More information

CANADA STRATEGIC METALS. (the Corporation ) TRADING AND BLACKOUT POLICY

CANADA STRATEGIC METALS. (the Corporation ) TRADING AND BLACKOUT POLICY CANADA STRATEGIC METALS (the Corporation ) TRADING AND BLACKOUT POLICY This Policy provides guidelines to directors, Officers (as defined below), employees and consultants of Canada Strategic Metals (

More information

The Bank of Nova Scotia Shareholder Dividend and Share Purchase Plan

The Bank of Nova Scotia Shareholder Dividend and Share Purchase Plan The Bank of Nova Scotia Shareholder Dividend and Share Purchase Plan Offering Circular Effective November 6, 2013 The description contained in this Offering Circular of the Canadian and U.S. income tax

More information

AND IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS AND IN THE MATTER OF TD ASSET MANAGEMENT INC.

AND IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS AND IN THE MATTER OF TD ASSET MANAGEMENT INC. July 28, 2005 IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK, NOVA SCOTIA, PRINCE EDWARD ISLAND, NEWFOUNDLAND AND LABRADOR,

More information

CAYMAN ISLANDS. Supplement No. 3 published with Extraordinary Gazette No. 82 of 11th October, 2013. BANKS AND TRUST COMPANIES LAW (2013 REVISION)

CAYMAN ISLANDS. Supplement No. 3 published with Extraordinary Gazette No. 82 of 11th October, 2013. BANKS AND TRUST COMPANIES LAW (2013 REVISION) + + CAYMAN ISLANDS Supplement No. 3 published with Extraordinary Gazette No. 82 of 11th October, 2013. BANKS AND TRUST COMPANIES LAW (2013 REVISION) PRIVATE TRUST COMPANIES REGULATIONS (2013 Revision)

More information

Regulation of Point of Sale Disclosure for Segregated Funds and Mutual Funds

Regulation of Point of Sale Disclosure for Segregated Funds and Mutual Funds Regulation of Point of Sale Disclosure for Segregated Funds and Mutual Funds A Background Research Report to Consultation Paper 81-403 of the Joint Forum of Financial Market Regulators Prepared by staff

More information

Shareholder Dividend Reinvestment and Stock Purchase Plan

Shareholder Dividend Reinvestment and Stock Purchase Plan Shareholder Dividend Reinvestment and Stock Purchase Plan 2012 Offering circular 1 WHAT S INSIDE Introduction 3 Summary 4 Contact Information 4 Questions and Answers 5 Shareholder Dividend Reinvestment

More information

CROWDFUNDING 101 BY BRIAN KOSCAK

CROWDFUNDING 101 BY BRIAN KOSCAK CROWDFUNDING 101 BY BRIAN KOSCAK November 2013 Table of Contents Crowdfunding 101... 1 Introduction... 1 Non-equity Crowdfunding... 1 Equity Crowdfunding... 1 Equity Crowdfunding in the United States...

More information

Code of Ethics Effective June 1, 2015

Code of Ethics Effective June 1, 2015 Code of Ethics Effective June 1, 2015 APPLICABLE RULES AND REGULATIONS Rule 17j-1 of the Investment Company Act of 1940, as amended Rule 204A-1 of the Investment Advisers Act of 1940, as amended I. POLICY

More information

F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T R U L E 1 4 4 A N D R U L E 1 4 5

F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T R U L E 1 4 4 A N D R U L E 1 4 5 F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T R U L E 1 4 4 A N D R U L E 1 4 5 Understanding Rule 144 under the Securities Act of 1933 What is Rule 144? Rule 144 permits public resales of

More information

Articles. SEC Adopts Rules to Allow Crowdfunding Beginning May 16, 2016. Alan Bickerstaff, Jeff C. Dodd and Ted Gilman December 2, 2015

Articles. SEC Adopts Rules to Allow Crowdfunding Beginning May 16, 2016. Alan Bickerstaff, Jeff C. Dodd and Ted Gilman December 2, 2015 SEC Adopts Rules to Allow Crowdfunding Beginning May 16, 2016 Alan Bickerstaff, Jeff C. Dodd and Ted Gilman December 2, 2015 Over two years after proposing rules, the Securities and Exchange Commission

More information

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, c. S.5, AS AMENDED -AND- IN THE MATTER OF SYSTEMATECH SOLUTIONS INC., APRIL VUONG AND HAO QUACH

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, c. S.5, AS AMENDED -AND- IN THE MATTER OF SYSTEMATECH SOLUTIONS INC., APRIL VUONG AND HAO QUACH Ontario Commission des P.O. Box 55, 22 nd Floor CP 55, 22e étage Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest Commission de l Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8 IN

More information

Update. Farewell, Canadian Wrappers! (and this time we might just mean it)

Update. Farewell, Canadian Wrappers! (and this time we might just mean it) Update Farewell, Canadian Wrappers! (and this time we might just mean it) Author: Rob Lando There are three things that likely come to mind when you think about Canada: Extremely polite people, maple syrup

More information

ANTIGUA AND BARBUDA THE SMALL BUSINESS DEVELOPMENT ACT, 2007. No. of 2007

ANTIGUA AND BARBUDA THE SMALL BUSINESS DEVELOPMENT ACT, 2007. No. of 2007 ANTIGUA AND BARBUDA THE SMALL BUSINESS DEVELOPMENT ACT, 2007 No. of 2007 The Small Business Development Act, 2007 No. of 2007 THE SMALL BUSINESS DEVELOPMENT ACT, 2007 ARRANGEMENT Sections 1. Short title.

More information

CONFIDENTIAL OFFERING MEMORANDUM. February 2008

CONFIDENTIAL OFFERING MEMORANDUM. February 2008 CONFIDENTIAL OFFERING MEMORANDUM CMC MARKETS CANADA INC. AGENT FOR CMC MARKETS UK PLC February 2008 Private Placement of Securities in Ontario, Quebec, British Columbia, Alberta, Saskatchewan, Manitoba,

More information

INSIDER TRADING POLICY

INSIDER TRADING POLICY 1.0 POLICY STATEMENT INSIDER TRADING POLICY This Policy provides guidelines to officers, directors and employees of Dominion Diamond Corporation (the Company ) and other insiders of the Company with respect

More information

Guidance on Insider and Significant Shareholder Markers

Guidance on Insider and Significant Shareholder Markers Rules Notice Guidance Note UMIR Please distribute internally to: Legal and Compliance Trading Contact: Timothy Ryan Director, Market Regulation Policy Telephone: 416.646.7266 Fax: 416.646.7265 e-mail:

More information

Guidelines for Foreign Companies that wish to. operate Employee Stock Compensation Plans. in Trinidad and Tobago

Guidelines for Foreign Companies that wish to. operate Employee Stock Compensation Plans. in Trinidad and Tobago TRINIDAD AND TOBAGO SECURITIES AND EXCHANGE COMMISSION Guidelines for Foreign Companies that wish to operate Employee Stock Compensation Plans in Trinidad and Tobago May 14 th 2009 Table of Contents Background...

More information

HSBC Mutual Funds. Simplified Prospectus June 15, 2016

HSBC Mutual Funds. Simplified Prospectus June 15, 2016 HSBC Mutual Funds Simplified Prospectus June 15, 2016 Offering Investor Series, Advisor Series, Premium Series, Manager Series and Institutional Series units of the following Funds: Cash and Money Market

More information

Part 3. Company Formation and Related Matters, and Re-registration of Company

Part 3. Company Formation and Related Matters, and Re-registration of Company Part 3 Division 1 Subdivision 1 Section 66 A3491 Part 3 Company Formation and Related Matters, and Re-registration of Company Division 1 Company Formation Subdivision 1 General Requirements for Formation

More information

DISTRIBUTION REINVESTMENT PLAN TRUE NORTH COMMERCIAL REAL ESTATE INVESTMENT TRUST

DISTRIBUTION REINVESTMENT PLAN TRUE NORTH COMMERCIAL REAL ESTATE INVESTMENT TRUST Purpose DISTRIBUTION REINVESTMENT PLAN of TRUE NORTH COMMERCIAL REAL ESTATE INVESTMENT TRUST The Distribution Reinvestment Plan (the Plan ) provides eligible holders of trust units ( Trust Units ) of True

More information

The form is a pro-company oriented.

The form is a pro-company oriented. Form: Description: Orientation: Reference to Other Document: Investor Information: Stock Subscription Agreement This is a sample form of Stock Subscription Agreement for the purchase of common stock in

More information

FREQUENTLY ASKED QUESTIONS

FREQUENTLY ASKED QUESTIONS FREQUENTLY ASKED QUESTIONS The following Frequently Asked Questions (FAQ) are drafted based on TSX Private Markets current business model and operations. The responses to the FAQ are subject to change

More information

INSIDER TRADING AND BLACKOUT POLICY

INSIDER TRADING AND BLACKOUT POLICY HUMAN RESOURCES POLICY Policy Number RH-GEN.10 Date issued 2005-09-08 Date updated Approved at July 30, 2014 meeting of the Board of Directors Issued by Human Resources Department Approved by Management

More information

PLEASE NOTE. For more information concerning the history of this Act, please see the Table of Public Acts.

PLEASE NOTE. For more information concerning the history of this Act, please see the Table of Public Acts. PLEASE NOTE This document, prepared by the Legislative Counsel Office, is an office consolidation of this Act, current to May 30, 2012. It is intended for information and reference purposes only. This

More information

Allen & Allen Update on Securities Law. Enacted:

Allen & Allen Update on Securities Law. Enacted: Allen & Allen Update on Securities Law www.virtual-law.com September 1, 2001 Enacted: Deeming an Issuer from other Canadian Jurisdictions to be a Reporting Issuer in Ontario The OSC has adopted Policy

More information

ONTARIO SECURITIES COMMISSION STAFF NOTICE 45-702 FREQUENTLY ASKED QUESTIONS. ONTARIO SECURITIES COMMISSION RULE 45-501 - Exempt Distributions

ONTARIO SECURITIES COMMISSION STAFF NOTICE 45-702 FREQUENTLY ASKED QUESTIONS. ONTARIO SECURITIES COMMISSION RULE 45-501 - Exempt Distributions ONTARIO SECURITIES COMMISSION STAFF NOTICE 45-702 FREQUENTLY ASKED QUESTIONS ONTARIO SECURITIES COMMISSION RULE 45-501 - Exempt Distributions Background On November 30, 2001, revised Rule 45-501 Exempt

More information

Securities Act, R.S.A., 2000, c.s-4, subsections 75(1), 110(1) and 144(1). Citation: CH2M Hill Companies, Ltd. et al, 2004 ABASC 1198 Date: 20041210

Securities Act, R.S.A., 2000, c.s-4, subsections 75(1), 110(1) and 144(1). Citation: CH2M Hill Companies, Ltd. et al, 2004 ABASC 1198 Date: 20041210 Headnote Mutual Reliance Review System for Exemptive Relief Applications relief from the registration and prospectus requirements for certain trades of common shares of an issuer made by employees, senior

More information

By Directors, Officers and Employees of Hellaby Holdings Limited and its Subsidiaries ( The Company )

By Directors, Officers and Employees of Hellaby Holdings Limited and its Subsidiaries ( The Company ) Code of Conduct for Securities Trading ( Code ) By Directors, Officers and Employees of Hellaby Holdings Limited and its Subsidiaries ( The Company ) Approved by the Board: 10 May 2013 1. Introduction

More information

CHAPTER 360 EXCHANGE CONTROL REGULATIONS EXCHANGE CONTROL REGULATIONS ARRANGEMENT OF REGULATIONS

CHAPTER 360 EXCHANGE CONTROL REGULATIONS EXCHANGE CONTROL REGULATIONS ARRANGEMENT OF REGULATIONS CH.360 2] CHAPTER 360 ARRANGEMENT OF REGULATIONS 1. Dealings in gold and foreign currency. 2. Surrender of gold and foreign currency. 3. Bailees of gold and foreign currency. 4. Travellers cheques, etc.

More information

263120\1242880.v11 DIVIDEND REINVESTMENT AND OPTIONAL SHARE PURCHASE PLAN

263120\1242880.v11 DIVIDEND REINVESTMENT AND OPTIONAL SHARE PURCHASE PLAN DIVIDEND REINVESTMENT AND OPTIONAL SHARE PURCHASE PLAN DIVIDEND REINVESTMENT AND OPTIONAL SHARE PURCHASE PLAN PURPOSE The Dividend Reinvestment and Optional Share Purchase Plan (the "Plan") provides eligible

More information

Management Discussion and Analysis. For the three months ended March 31, 2014

Management Discussion and Analysis. For the three months ended March 31, 2014 Management Discussion and Analysis For the three months ended March 31, 2014 Dated: May 2, 2014 Trez Capital Mortgage Investment Corporation Interim Management Discussion and Analysis Table of Contents

More information

Form 45-106F6 British Columbia Report of Exempt Distribution

Form 45-106F6 British Columbia Report of Exempt Distribution Form 45-106F6 British Columbia Report of Exempt Distribution This is the form required under section 6.1 of National Instrument 45-106 for a report of exempt in British Columbia. Issuer/underwriter information

More information

I request a refund in accordance with paragraph 7(b); or

I request a refund in accordance with paragraph 7(b); or CIBC RETIREMENT SAVINGS PLAN AGREEMENT 1. ESTABLISHMENT OF PLAN: Canadian Imperial Bank of Commerce ( CIBC ) agrees to hold on deposit in a CIBC Retirement Savings Plan (the Plan ) contributions received

More information

COLLECTIVE INVESTMENT FUNDS (CERTIFIED FUNDS PROSPECTUSES) (AMENDMENT) (JERSEY) ORDER 2013

COLLECTIVE INVESTMENT FUNDS (CERTIFIED FUNDS PROSPECTUSES) (AMENDMENT) (JERSEY) ORDER 2013 Collective Investment Funds (Certified Funds Prospectuses) (Amendment) (Jersey) Order 2013 Article 1 COLLECTIVE INVESTMENT FUNDS (CERTIFIED FUNDS PROSPECTUSES) (AMENDMENT) (JERSEY) ORDER 2013 Made Coming

More information

CLIENT RELATIONSHIP DISCLOSURE STATEMENT

CLIENT RELATIONSHIP DISCLOSURE STATEMENT A. INTRODUCTION CLIENT RELATIONSHIP DISCLOSURE STATEMENT Securities legislation in Canada requires Deans Knight Capital Management Ltd. ( Deans Knight or the firm ) to provide you with certain information

More information

SB 1005. Introduced by Senators Farnsworth D: Shooter; Representatives Cobb, Lawrence, Norgaard, Petersen, Thorpe, Townsend AN ACT

SB 1005. Introduced by Senators Farnsworth D: Shooter; Representatives Cobb, Lawrence, Norgaard, Petersen, Thorpe, Townsend AN ACT PREFILED DEC 0 REFERENCE TITLE: private fund advisers; exemption State of Arizona Senate Fifty-second Legislature Second Regular Session SB 0 Introduced by Senators Farnsworth D: Shooter; Representatives

More information

GUIDE TO SECURITIES INVESTMENT BUSINESS IN THE CAYMAN ISLANDS

GUIDE TO SECURITIES INVESTMENT BUSINESS IN THE CAYMAN ISLANDS GUIDE TO SECURITIES INVESTMENT BUSINESS IN THE CAYMAN ISLANDS CONTENTS PREFACE 1 1. Introduction 2 2. To whom does the SIB Law apply? 2 3. What is Securities Investment Business? 2 4. Excluded Activities

More information

SHARE TRADING POLICY

SHARE TRADING POLICY SHARE TRADING POLICY 1. Background 1.1 Murchison Holdings Limited ( MCH ) has adopted a corporate governance policy taking into account: 1.1.1 the Corporations Act 2001 (Cth); 1.1.2 the guidelines set

More information

Exempt Market Dealers 101

Exempt Market Dealers 101 Ontario Securities Commission Exempt Market Dealers 101 April 2014 Sandra Blake, Senior Legal Counsel, Dealer Team Maria Carelli, Senior Accountant, Dealer Team Karin Hui, Accountant, Dealer Team Disclaimer

More information

Investment Dealers Association of Canada

Investment Dealers Association of Canada 2 Investment Dealers Association of Canada Dual Registration of Life Insurance Agents and Securities Salespersons The respective securities and insurance legislation and governing bodies of each of the

More information

Filing Guide Toronto Stock Exchange, Q3 2010

Filing Guide Toronto Stock Exchange, Q3 2010 Filing Guide Toronto Stock Exchange, Q3 2010 TMX Group Equities Toronto Stock Exchange TSX Venture Exchange Equicom Derivatives Montréal Exchange CDCC Montréal Climate Exchange Fixed Income Shorcan Energy

More information

Proposed Guidance on Insider Order Marking

Proposed Guidance on Insider Order Marking Rules Notice Request for Comments UMIR Please distribute internally to: Legal and Compliance Trading Contact: Naomi Solomon Senior Policy Counsel, Market Regulation Policy Telephone: 416.646.7280 Fax:

More information

INSIDER TRADING AND BLACKOUT POLICY

INSIDER TRADING AND BLACKOUT POLICY INSIDER TRADING AND BLACKOUT POLICY Amended and Restated by the Board of Directors on December 22, 2011 Page 1 of 11 TABLE OF CONTENTS 1. EXECUTIVE SUMMARY... 3 2. INTRODUCTION... 4 3. MATERIAL INFORMATION...

More information

GB MINERALS LTD INSIDER TRADING POLICY

GB MINERALS LTD INSIDER TRADING POLICY GB MINERALS LTD INSIDER TRADING POLICY (as approved by the Board of Directors in May 2014) - 2 - Contents 1. POLICY STATEMENT... 3 2. PERSONS AND SECURITIES COVERED BY THIS POLICY... 3 3. MATERIAL NON-PUBLIC

More information

'(0878$/,=$7,21 5(*,0( )25 &$1$',$1 /,)(,1685$1&( &203$1,(6 CONSULTATION PAPER August 1998

'(0878$/,=$7,21 5(*,0( )25 &$1$',$1 /,)(,1685$1&( &203$1,(6 CONSULTATION PAPER August 1998 CONSULTATION PAPER August 1998 Copies of this report may be obtained from: Distribution Centre Department of Finance 300 Laurier Avenue West Ottawa, Ontario K1A 0G5 Telephone: (613) 995-2855 Facsimile:

More information