45-106 - Prospectus and Registration Exemptions [NI Proposed - Lapsed]
Published Date: | 2008-02-29 |
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Document(s): |
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Concurrently Published:
- 45-106CP - Prospectus and Registration Exemptions [CP Proposed - Lapsed]
- 45-106CP - Prospectus and Registration Exemptions [CP Blackline Proposed - Lapsed]
- 45-106F1 - Report of Exempt Distribution [F Proposed - Lapsed]
- 45-106F1 - Report of Exempt Distribution [F Blackline Proposed - Lapsed]
- 45-106F2 - Offering Memorandum for Non-Qualifying Issuers [F Proposed - Lapsed]
- 45-106F2 - Offering Memorandum for Non-Qualifying Issuers [F Blackline Proposed - Lapsed]
- 45-106F3 - Offering Memorandum for Qualifying Issuers [F Proposed - Lapsed]
- 45-106F3 - Offering Memorandum for Qualifying Issuers [F Blackline Proposed - Lapsed]
- 45-106F4 - Risk Acknowledgement [F Proposed - Lapsed]
- 45-106F5 - Risk Acknowledgement Saskatchewan Close Personal Friends and Close Business Associates [F Proposed - Lapsed]
- BCN 2008/10 - Publication for Comment of Proposed Repeal and Replacement of National Instrument 45-106 Prospectus and Registration Exemptions Form 45-106F1, Form 45-106F2, Form 45-106F3, Form 45-106F4 and Form 45-106F5 and Companion Policy 45-106CP Publication for Comment of Proposed Amendments to National Instrument 45-102 Resale of Securities, Form 45-102F1 and Companion Policy 45-102CP Resale of Securities [BCN - Lapsed]
Table of Contents
PART 1: DEFINITIONS AND INTERPRETATION
1.1 Definitions
1.2 Affiliate
1.3 Control
1.4 Registration requirement
1.5 Definition of distribution - Manitoba and Yukon
1.6 Definition of trade - Québec
PART 2: PROSPECTUS EXEMPTIONS
Division 1: Capital Raising Exemptions
2.1 Rights offering
2.2 Reinvestment plan
2.3 Accredited investor
2.4 Private issuer
2.5 Family, friends and business associates
2.6 Family, friends and business associates - Saskatchewan
2.7 Founder, control person and family - Ontario
2.8 Affiliates
2.9 Offering memorandum
2.10 Minimum amount investment
Division 2: Transaction Exemptions
2.11 Business combination and reorganization
2.12 Asset acquisition
2.13 Petroleum, natural gas and mining properties
2.14 Securities for debt
2.15 Issuer acquisition or redemption
2.16 Take-over bid and issuer bid
2.17 Offer to acquire to security holder outside local jurisdiction
Division 3: Investment Fund Exemptions
2.18 Investment fund reinvestment
2.19 Additional investment in investment funds
2.20 Private investment club
2.21 Private investment fund - loan and trust pools
Division 4: Employee, Executive Officer, Director and Consultant Exemptions
2.22 Definitions
2.23 Interpretation
2.24 Employee, executive officer, director and consultant
2.25 Unlisted reporting issuer exception
2.26 Distributions among current or former employees, executive officers, directors, or consultants of non-reporting issuer
2.27 Permitted transferees
2.28 Limitations re: permitted transferees
2.29 Issuer bid
Division 5: Miscellaneous Exemptions
2.30 Isolated distribution by issuer
2.31 Dividends and distributions
2.32 Distribution to lender by control person for collateral
2.33 Acting as underwriter
2.34 Specified debt
2.35 Short-term debt
2.36 Mortgages
2.37 Personal property security legislation
2.38 Not for profit issuer
2.39 Variable insurance contract
2.40 RRSP/RRIF
2.41 Schedule III banks and cooperative associations - evidence of deposit
2.42 Conversion, exchange, or exercise
2.43 Self-directed registered educational savings plans
PART 3: REGISTRATION EXEMPTIONS
3.0 Application
3.01 Application - British Columbia and Manitoba
3.02 Removal of exemptions - market intermediaries
3.03 Person or company not in the business of trading
Division 1: Capital Raising Exemptions
3.1 Rights offering
3.2 Reinvestment plan
3.3 Accredited investor
3.4 Private issuer
3.5 Family, friends and business associates
3.6 Family, friends and business associates - Saskatchewan
3.7 Founder, control person and family - Ontario
3.8 Affiliates
3.9 Offering memorandum
3.10 Minimum amount investment
Division 2: Transaction Exemptions
3.11 Business combination and reorganization
3.12 Asset acquisition
3.13 Petroleum, natural gas and mining properties
3.14 Securities for debt
3.15 Issuer acquisition or redemption
3.16 Take-over bid and issuer bid
3.17 Offer to acquire to security holder outside local jurisdiction
Division 3: Investment Fund Exemptions
3.18 Investment fund reinvestment
3.19 Additional investment in investment funds
3.20 Private investment club
3.21 Private investment fund - loan and trust pools
Division 4: Employee, Executive Officer, Director and Consultant Exemptions
3.22 Definitions
3.23 Interpretation
3.24 Employee, executive officer, director and consultant
3.25 Unlisted reporting issuer exception
3.26 Trades among current or former employees, executive officers, directors, or consultants of non-reporting issuer
3.27 Permitted transferees
3.28 Limitations re: permitted transferees
Division 5: Miscellaneous Exemptions
3.29 Isolated trade
3.30 Isolated trade by issuer
3.31 Dividends and distributions
3.32 Trade to lender by control person for collateral
3.33 Acting as underwriter
3.34 Specified debt
3.35 Short-term debt
3.36 Mortgages
3.37 Personal property security legislation
3.38 Not for profit issuer
3.39 Variable insurance contract
3.40 RRSP/RRIF
3.41 Schedule III banks and cooperative associations - evidence of deposit
3.42 Conversion, exchange, or exercise
3.43 Self-directed registered educational savings plans
3.44 Registered dealer
3.45 Exchange contract
3.46 Estates, bankruptcies, and liquidations
3.47 Employees of registered dealer
3.48 Small security holder selling and purchase arrangements
3.49 Adviser
3.50 Investment dealer acting as portfolio manager
PART 4: CONTROL BLOCK DISTRIBUTIONS
4.1 Control block distributions
4.2 Trades by a control person after a take-over bid
PART 5: OFFERINGS BY TSX VENTURE EXCHANGE OFFERING DOCUMENT
5.1 Application and interpretation
5.2 TSX Venture Exchange offering
5.3 Underwriter obligations
PART 6: REPORTING REQUIREMENTS
6.1 Report of exempt distribution
6.2 When report not required
6.3 Required form of report of exempt distribution
6.4 Required form of offering memorandum
6.5 Required form of risk acknowledgement
6.6 Reporting requirements in British Columbia
PART 7: EXEMPTION
7.1 Exemption
PART 8: TRANSITIONAL, COMING INTO FORCE
8.1 Additional investment - investment funds
8.2 Definition of "accredited investor" - investment fund
8.3 Transition - MI 45-103 / MI 45-105 / OSC Rule 45-501
8.4 Transition - Closely-held issuer
8.4.1 Transition - Reinvestment plan
8.5 Repeal of former instrument
8.6 Coming into force
Appendix A - Variable Insurance Contract Exemption
Appendix B - Control Block Distribution