CANADA: CSA Adopt Amendments to Reselling Securities of Foreign Issuers

Thursday April 5 2018

On 29 March 2018, the Canadian Securities Administrators (CSA) published amendments to National Instrument 45-102 Resale of Securities (NI 45-102) and changes to Companion Policy 45-102CP to National Instrument 45-102 Resale of Securities (45-102CP).

The amendments introduce a new prospectus exemption for the resale of securities (and underlying securities) of a foreign issuer if the issuer is not a reporting issuer in any jurisdiction of Canada, and the resale is on an exchange or a market outside of Canada or to a person or company outside of Canada.

A foreign issuer is an issuer that is not incorporated or organised under the laws in Canada unless the issuer has a head office in Canada or the majority of its directors or executive officers ordinarily reside in Canada.

Provided all necessary regulatory and ministerial approvals are obtained, these will come into force on 12 June, 2018.

In all jurisdictions other than Alberta and Ontario, the new prospectus exemption is located in section 2.15 of NI 45-102. In Alberta and Ontario, the new prospectus exemption, and the existing prospectus exemption in section 2.14 of NI 45-102, will be located in local instruments.

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