45-106 - Prospectus and Registration Exemptions [NI - Rescinded] - For financial years beginning on or after January 1, 2011
Published Date: | 2010-12-30 |
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Effective Date: | 2011-01-01 |
Rescinded Date: | 2011-06-30 |
Document(s): |
Concurrently Published:
- 45-106CP - Prospectus and Registration Exemptions [CP - Rescinded]
- 45-106F2 - Offering Memorandum for Non-Qualifying Issuers [F - Rescinded]
- 45-106F3 - Offering Memorandum for Qualifying Issuers [F - Rescinded]
- BCN 2010/42 - Adoption of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards and amendments to various securities rules in connection with Canada’s changeover to IFRS [BCN]
Table of Contents
PART 1: DEFINITIONS AND INTERPRETATION
1.1 Definitions
1.2 Interpretation of indirect interest
1.3 Affiliate
1.4 Control
1.5 Registration requirement
1.6 Definition of distribution - Manitoba
1.7 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: REPEALED
PART 4: CONTROL BLOCK DISTRIBUTIONS
4.1 Control block distributions
4.2 Distributions 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
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 Repealed
8.2 Definition of “accredited investor” – investment fund
8.3 Transition – Closely-held issuer – exemption from prospectus requirement
8.3.1 Repealed
8.4 Transition – Reinvestment plan
8.5 Application of Part 3 of this instrument
8.6 Repeal of former instrument
8.7 Effective date
Appendix A - Variable Insurance Contract Exemption
Appendix B - Control Block Distribution