CSA Notice and Request for Comment – Proposed Amendments to National Instrument 45-106 Prospectus and Registration Exemptions Relating to the Accredited Investor and Minimum Amount Investment Prospectus Exemptions (the “Notice”)

Download PDF:

Nova Scotia Securities Commission Policy 45-601 –Community Economic Development Investment Funds and Blanket Order No. 45-521 (“collectively, Policy 45-601”)

Letter Summary:

As a general note, we wish to stress the importance of harmonizing the prospectus exemptions across all Canadian jurisdictions and would encourage all of the jurisdictions to minimize local amendments to the extent possible.

Overview of the Council’s Comments:

The CAC agrees that the proposed additional information to be contained in the exempt trade report will be useful information for the regulators and should not be unduly burdensome for issuers to provide. We also believe that some of the steps outlined in the proposed changes to the Companion Policy in connection with verifying the status of a purchaser as an accredited investor should be included in the National Instrument itself, rather than as guidance only. The exempt trade report could then contain a box that the issuer could check confirming that they have taken the steps to appropriate in the circumstances to verify the purchaser qualifies as an accredited investor.