NEW BRUNSWICK HELPS ISSUERS BY REVIEWING A
DRAFT OFFERING MEMORANDUM
On December 21, 2012 the New Brunswick Securities
Commission (NBSC) issued Local Staff Notice 45-701 Voluntary
Pre-Filing of Draft Offering Memoranda under National Instrument
45-106 Prospectus and Registration Exemptions (NI 45-106).
Under this local staff notice, New Brunswick-based issuers
are permitted to pre-file a draft offering memorandum (OM) under
NI 45-106 on a voluntary basis with the NBSC for staff comment
before it is used. The scope of NBSC staff’s participation and
what an issuer can expect when pre-filing a draft OM are set out
in the local staff notice.
The local staff notice states that Staff’s comments on a draft
OM are not intended to replace professional legal advice, and
staff cannot provide legal advice in the preparation of an OM, or
the consequences of failing to provide full disclosure in an OM.
The opportunity to have a securities commission to
undertake a pre-filing review should be welcomed by issuers.
This is especially important for issuers when last year the CSA
issued a notice indicating their concerns over the failure of issuers
to provide the proper prescribed form of disclosure as required
under the OM exemption set out in section 2.9 of NI 45-106. (See
Multilateral CSA Staff Notice 45-309 – Guidance for Preparing
and Filing an Offering Memorandum under NI 45-106).
For more information contact:
1. The BCSC proposes to revoke: (a) BC Instrument 32-513
Registration Exemption for Trades in Connection with Certain
Prospectus-Exempt Distributions (the NW exemption); and
(b) BC Instrument 32-517 Exemption from Dealer Registration
Requirement for Trades in Securities of Mortgage Investment
Entities (the MIE exemption) (together, the Exemptions).
2. “financial services” includes, carrying on business as a
mortgage broker, selling or providing insurance or related
services or acting as a financial planner who considers the tax,
personal or financial situation of a person and then provides that
person with advice under applicable securities legislation.
3. See http://www.nbsc-cvmnb.ca/nbsc/news_content_
display.jsp?news_id=383&id= 24&pid= 4
MNPcorporatefinance.ca Financing | Divestitures | Transaction Services
Before you close the deal, you need to know the whole story. Our formal due
diligence program will help you determine real value, make stronger decisions
and reduce your overall risk.
With a full suite of corporate finance services, from capital markets financing to
transaction advisory services, our team delivers customized strategies that help
your business prosper.
Contact Doug Bedard, MBA, Senior Vice President & Director at 403.537.7683
IT PAYS TO BE DILIGENT