Prospectus Offering FAQs
Filing an AIF meets one of the qualification criteria for filing a short form prospectus. The issuer needs to ensure it meets all qualification criteria in order to file a short form prospectus. This set out in Part 2 of National Instrument 44-101 Short Form Prospectus Distributions.
The timelines for review periods for prospectus and pre-filing waiver applications are set out under National Policy 11-202 Process for Prospectus Review in Multiple Jurisdictions. For novel issues, issuers are recommended to make a pre-filing under Part 8 of NP 11-202 to ensure that the novel issue is considered prior to the prospectus filing to avoid delays during the prospectus review process. There is no fee for prospectus pre-filings that do not relate to a waiver application. The fee for a waiver application is $4500.00.
If an issuer's securities are being distributed on a best efforts basis, the distribution must cease within 90 days after the date of the receipt for the final prospectus. An issuer may extend the distribution period by a further 90 days by filing and obtaining a receipt for an amendment to the final prospectus; however, the total period of distribution must not end more than 180 days from the date of the receipt for the final prospectus. (Reference: National Instrument 41-101 General Prospectus Requirements, Section 8.2).
No, blanket permission for these representations is provided by BC Notice 47-701.
Sections 78 of the Securities Act and Part 13 of National Instrument 41-101 General Prospectus Requirements discuss permitted communications and actions during the waiting period, which include giving out the preliminary prospectus and certain solicitations of expressions of interest in the proposed offering. Part 6 of the Companion Policy to National Instrument 41-101 provides further guidance on advertising and marketing activities in connection with a prospectus offering.
If the issuer is a reporting issuer in BC only, it can refer to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status and its related companion policy. If the issuer meets the conditions in that Instrument, it can cease to be a reporting issuer by filing a written notice pursuant to that Instrument to the Financial Reporting Department of the BCSC.
If the issuer is reporting in BC and one or more CSA jurisdictions, it should consult National Policy 11-206 Process for Cease to be a Reporting Issuer Applications for guidance on how to apply to cease to be a reporting issuer in all CSA jurisdictions.
The BCSC has granted exemptive relief to reporting issuers in this situation in the past to cease to be reporting. We encourage all prospective applicants to review precedent orders on BCSC’s e-services archive to make sure they can make the same representations to the BCSC and meet the same conditions as in those orders. If an issuer is not able to do so, we encourage them to contact the Corporate Finance Legal Services Department of the BCSC prior to submitting their application as we may consider that application to be novel.
Both the long form (National Instrument 41-101 General Prospectus Requirements) and short-form prospectus (National Instrument 44-101 Short Form Prospectus Distributions) rules require the inclusion of the financial statements of a recently acquired business in the final prospectus in this circumstance. The relevant sections are Part 35.5 of Form 41-101F1 Information Required in a Prospectus for long-form prospectuses and Part 10 of Form 44-101F1 Short Form Prospectus Distributions for short-form prospectuses. Both sections refer to Part 8 of National Instrument 51-102 Continuous Disclosure Obligations for the significance tests and acquisition statement requirements. Please also refer to the guidance in Part 5 of Companion Policy 41-101CP.
No. It does not matter if a principal of an issuer at the time of an IPO subsequently ceases to be a principal. They are obligated to comply with the terms of the escrow agreement. Please refer to NP 46-201 Escrow For Initial Public Offerings, which sets out the limited circumstances in, which the transfer or sale of securities in escrow are permitted. Please see Section 3.8, Part V - Business Combinations and Part VI - Dealing With Escrow Securities.
The BCSC does not prescribe minimum or maximum prices for securities. We would only consider the price of seed shares in the context of the public interest during a review of a company's IPO prospectus. For further guidance, please refer to CSA Staff Notice 41-305 Share Structure Issues – Initial Public Offerings. Please also refer to the policies of the TSX, TSX Venture Exchange, or Canadian Securities Exchange for information on pricing of seed capital.
The lapse date is one year after the date of the prospectus. However, if a pro forma renewal prospectus is filed at least 30 days before the lapse date, then sales can continue using the old prospectus for up to 20 days after the lapse date, provided the final renewal prospectus is filed within 10 days after the lapse date. (Reference: National Instrument 81-101 Mutual Funds Prospectus Disclosure Section 2.5 and National Instrument 41-101 General Prospectus Requirements Part 17).
A personal information form (PIF) is a form that issuers must provide for certain directors, executive officers, proposed directors, proposed executive officers and promoters in connection with certain prospectus offerings under National Instrument 41-101 General Prospectus Requirements and certain revocations under National Policy 11-207 Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions and National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order. In those circumstances, the personal information form must be completed in the form set out in Appendix A to National Instrument 41-101. The BCSC or executive director may also require a director, officer, promoter, or control person of an issuer to submit information under Section 90 of the Securities Act. The person would generally be required to provide the information in the form set out in Appendix A to National Instrument 41-101. In accordance with the definition of “personal information form” in section 1.1 of National Instrument 41-101, where a person submitted a personal information form (an exchange form) to the Toronto Stock Exchange or TSX Venture Exchange and the information has not changed, the person may deliver the exchange form provided that the person completes and attaches to the exchange form the certificate and consent of Appendix A to National Instrument 41-101. (References: BC Policy 13-601 Required Forms, section 2.2)
An issuer must file a personal information form for each executive officer, director and promoter at the time of filing a preliminary prospectus in connection with its initial public offering and for each new executive officer, director and promoter at the time of filing a preliminary prospectus in connection with any subsequent offering. An issuer must file a personal information form for each current and incoming executive officer, director and promoter at the time of filing of its application for a full revocation order.
(References:
- National Instrument 41-101 General Prospectus Requirements, section 9.1
- National Instrument 44-101 Short Form Prospectus Requirements, section 4.1
- National Instrument 11-207 Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions, section 33
- National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order, section 4.1)
We will not disclose your information to other organizations without your knowledge and consent, except where we have the legal authority or obligation to do so.
You can request a copy by making a written request as follows:
Email: FOI-privacy@bcsc.bc.ca
Mail:
Privacy Officer
BC Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, BC V7Y 1L2
Your request will be processed under the BC Freedom of Information and Protection of Privacy Act.
You will be asked to verify your identity before we release the form. If your lawyer is requesting the form on your behalf, you should provide a letter authorizing us to release the form to them. The letter should be signed by you.