45-106 - Prospectus and Registration Exemptions [NI Blackline Advance Notice - Lapsed]
Published Date: | 2009-07-17 |
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Effective Date: | 2009-09-28 |
Rescinded Date: | 2009-09-25 |
Document(s): |
Concurrently Published:
- 45-106CP - Prospectus and Registration Exemptions [CP Blackline Advance Notice - Lapsed]
- 45-106F1 - Report of Exempt Distribution [F Blackline Advance Notice - Lapsed]
- 45-106F2 - Offering Memorandum for Non-Qualifying Issuers [F Blackline Advance Notice - Lapsed]
- 45-106F3 - Offering Memorandum for Qualifying Issuers [F Blackline Advance Notice - Lapsed]
- 45-106F4 - Risk Acknowledgement [F Blackline Advance Notice - Lapsed]
- 45-106F5 - Risk Acknowledgement Saskatchewan Close Personal Friends and Close Business Associates [F Blackline Advance Notice - Lapsed]
- BCN 2009/11 - Advance Notice of National Instrument 45-106 Prospectus and Registration Exemptions, National Instrument 45-102 Resale of Securities, Related Documents and Consequential Amendments [BCN - Lapsed]
Table of Contents
PART 1: DEFINITIONS AND INTERPRETATION
1.1 Definitions
1.2 Interpretation of indirect interest
1.3 Affiliate1.31.4 Control1.41.5 Registration requirement1.51.6 Definition of distribution - Manitoba and Yukon1.61.7 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/TFSA
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 EXEMPTIONS3.0 Application3.0
3.01 Application - British Columbia and Manitoba3.02 Removal of exemptions - market intermediaries3.03 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 transferees3.28 Limitations re: permitted transferees
3.28 Resale - non-reporting issuer
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/TFSA
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 TradesDistributions 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 acknowledgement6.6 Reporting requirements in British Columbia
PART 7: EXEMPTION
7.1 Exemption
PART 8: TRANSITIONAL, COMING INTO FORCE
8.1 Additional investment - investment funds - exemption from prospectus requirement
8.1.1 Additional investment - investment funds - exemption from registration requirement
8.2 Definition of “accredited investor” - investment fund
8.3 Transition - MI 45-103 / MI 45-105 / OSC Rule 45-501Closely-held issuer - exemption from prospectus requirement
8.3.1 Transition - Closely-held issuer - exemption from registration requirement
8.4 Transition - Closely-held issuer8.4.1 Transition - Reinvestment plan
8.5 Application of Part 3 of this instrument
8.6 Repeal of former instrument8.6 Coming into force
8.7 Effective date
Appendix A - Variable Insurance Contract Exemption
Appendix B - Control Block Distribution