Changes to Report of Exempt Distribution come into Effect on June 30, 2016

Posted by Joanna Dawson, Associate.

A new harmonized form of report of exempt distribution Form 45-106F1 (“New Form“) comes into force in all jurisdictions in Canada on June 30, 2016. The New Form replaces the current Form 45-106F1 (used in all provinces and territories other than British Columbia) and Form 45-106F6 Report of Exempt Distribution Form 45-106F6 (used in British Columbia).

New Information Requirements Features                    

The New Report has increased disclosure requirements, including the following:

  • additional details about the issuer including its size and primary business activity, names changes and website (if available);
  • CUSIP number of securities distributed (if applicable);
  • additional details about the securities distributed and, for certain jurisdictions, details about the documents provided in connection with the distribution;
  • specific details about the prospectus exemptions relied on;
  • identities and residential addresses of control persons of certain issuers in a non-public schedule; and
  • details about compensation paid to registrants, connected persons, insiders and employees of the issuer or the investment fund manager involved in the distribution.

Filing Systems

The New Form must be filed electronically, as follows:

  • in British Columbia through the British Columbia Security Commission’s eServices website;
  • in Ontario through the Ontario Security Commission’s Electronic Filing Portal; and
  • in all other provinces and territories through SEDAR, except by certain foreign issuers.

Transition Period

All issuers and underwriters who rely on certain prospectus exemptions to distribute securities must use the New Report for distributions that occur on or after June 30, 2016. If an issuer completes a distribution before June 30, 2016, and the deadline to file the report occurs after June 30, 2016, the issuer must file the Current Report. If an issuer completes multiple distributions on dates that occur within a 10-day period beginning before and ending after June 30, 2016, the issuer may file either the current Report or the New Report to report such distributions.

General instructions for preparing and filing the New Form can be found here:

https://www.securities-administrators.ca/uploadedFiles/Form45-106F1_Report_of_Exempt_Distribution(NewReport).pdf.

The New Report will be available on the British Columbia Securities Commission website as of June 30th.

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