Certain members of the Canadian Securities Administrators (“CSA”) have extended the temporary exemption from the requirement to transmit a Form 45-106F1 Report of Exempt Distribution (“Report of Exempt Distribution”) and offering memorandum through the System for Electronic Data Analysis and Retrieval + (“SEDAR+”) in connection with distributions of eligible foreign securities to permitted clients (the “Exemption”). The Ontario Securities Commission (“OSC”) has also clarified the types of distributions that are permitted under the Exemption.
As we discussed in a previous post, in July 2023, each member of the CSA implemented the Exemption through a local blanket order referred to as “Coordinated Blanket Order 13-933 Temporary exemption from the requirement to transmit a report of exempt distribution through SEDAR+ in connection with distributions of eligible foreign securities to permitted clients” (collectively, the “Blanket Order”). An issuer that relies on the Exemption must file its Report of Exempt Distribution and offering memorandum, if applicable, in each jurisdiction where the distribution occurred, in the manner set out in the Blanket Order. While the Blanket Order continues to be in force in certain jurisdictions, it was set to expire on January 21, 2025 in others.
The OSC has issued Ontario Instrument 13-512 Temporary Exemption from the Requirement to Transmit a Report of Exempt Distribution through SEDAR+ in connection with Distributions of Eligible Foreign Securities to Permitted Clients (Interim Class Order) (the “Order”), which extends the Exemption until July 21, 2026. The Order also clarifies that issuers with existing SEDAR+ profiles and reporting issuers in any jurisdiction of Canada may not rely on the Exemption.
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