By Brian Koscak
On March 20, 2014, the Ontario Securities Commission (the OSC) published
for comment a long awaited proposal for a new offering memorandum exemption
in Ontario based on a variant of the Alberta model as set out in Section
2.9 of National Instrument 45-106 Prospectus and Registration Exemptions
(the OM Exemption). On the same date, Canadian securities regulators
in Alberta, Quebec, Saskatchewan and New Brunswick also published for
comment proposed amendments to their respective OM Exemptions.
Part I of this article provides a basic primer on the OM Exemption, Part
II discusses the proposed Ontario OM model and Part III discusses the
proposed amendments to the Alberta model contemplated by Alberta, Quebec
and Saskatchewan (the Participating Jurisdictions) while New Brunswick is
proposing to align with the new Ontario model. Part IV of this article discusses
some of the issues and concerns that capital markets participants may have in
connection with these complex and inter-related changes to the OM Exemption
across the jurisdictions.
Cassels Brock &
Private Capital Markets
Association of Canada
UNLOCKING CAPITAL RAISING:
Has Ontario’s Offering Memorandum Battle Been Won?