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December 2020 Advocacy Newsletter
Summary:
The proposed amendments impact the disclosures that would be required to be included in an offering memorandum used by collective investment vehicles or issuers involved in real estate activities for purposes of the offering memorandum prospectus exemption. The new requirements will provide issuers with additional clarity as to what must be disclosed. As examples of additional disclosure that will be required for “collective investment vehicles” (i.e. an issuer whose primary purpose is to invest money provided by its security holders in a portfolio of securities) will be the need to disclose penalties and sanctions for persons involved in the management of the investments and information regarding the performance of the portfolio. Most of the additional obligations will fall to those conducting “real estate activities”, which will be defined to include an issuer that intends to spend a material amount of the proceeds of the offering on an interest in real property. Such issuers will need to provide an independent appraisal of the properties in the portfolio. Additional tailored information would be required for developing real property such as a description of the approvals required, and the age, condition and occupancy level of real property that issuers own and operate. General amendments, such as requiring interim financial statements, and disclosing information on redemption/ retraction rights including unfulfilled requests, would be required for all issuers.