documents. The OSC will also consider whether the existing anti-dilution provision, which limits the number of securities an entity
can issue under the exemption to 25% of the entities outstanding
securities, should also be relaxed.
The Progress Report provides a summary of comments on
the Consultation Paper (Appendix A), an investor survey report
(Appendix B) and the OSC’s findings from its research involving
small and medium-sized enterprises (Appendix C).
The Progress Report notes that the OSC will not be considering
the following prospectus exemptions or amendments that it
discussed in its Concept Proposal: (a) the investor sophistication
exemption; (b) the registrant advice exemption; (c) changes to the
existing private issuer exemption; or (d) the re-introduction of the
closely-held issuer exemption.
The OSC does not indicate when it will provide its next report
or proposed draft prospectus exemptions, if they move forward
on any, other than stating that any new or amended prospectus
exemptions must be undertaken as part of the OSC rule making
process. The Securities Act (Ontario) includes at least a 90 day
public comment period, and additional time for the publication
of any final rules or amendments and Ministerial approval.
Accordingly, if anything is done, it will be in 2014 at the earliest.
A copy of the Progress Report is available at http://www.osc.
For more information contact:
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content of this article is not intended to be used as a substitute for specific
legal advice or opinions.