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Canadian Securities Regulators propose changes to the accredited investor and minimum amount investment prospectus exemptions

Feb 27, 2014

The Canadian Securities Administrators (CSA) today published for comment proposed amendments relating to the accredited investor prospectus exemption (AI exemption) and the minimum amount investment prospectus exemption (MA exemption) in National Instrument 45-106 Prospectus and Registration Exemptions.
 
The proposed amendments include, among other things:
 
  1. a new risk acknowledgement form for individual accredited investors that describes, in plain language, the categories of individual accredited investor, and the protections an investor will not receive by purchasing under the AI exemption; and 
  2. restricting the MA exemption to distributions to non-individual investors.
 
“These amendments are intended to address investor protection concerns, while balancing the capital raising challenges facing issuers,” said Bill Rice, Chair of the CSA and Chair and CEO of the Alberta Securities Commission. “Concerns include individual investors not understanding the risks of investing under the AI exemption, and individuals investing more than they can afford to meet the requirements of the MA exemption.”
 
The proposed amendments would also amend the definition of accredited investor in Ontario to allow fully managed accounts to purchase investment fund securities using the managed account category of the AI exemption, as is permitted in other Canadian jurisdictions. The Ontario Securities Commission’s proposal to make this change would harmonize this category of the AI exemption in Canada. 
 
The proposed amendments are the result of a comprehensive review by the CSA of both the AI and MA exemptions that involved stakeholder consultation across Canada, a review of enforcement cases and a thorough examination of data from exempt distribution reports filed over a 12-month period.
 
The CSA notice and the proposed amendments are available on CSA members’ websites. The comment period is open until May 28, 2014.
 
The CSA, the council of the securities regulators of Canada’s provinces and territories, co-ordinates and harmonizes regulation for the Canadian capital markets.
 
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For more information:

 

Alison Walker
British Columbia Securities Commission
604-899-6713

Tanya Wiltshire
Nova Scotia Securities Commission
902-424-8586

Don Boyles
Office of the Superintendent of Securities
Newfoundland and Labrador
709-729-5401

Jeff Mason
Nunavut Securities Office
867-975-6591

Denny Huyghebaert
Financial and Consumer Affairs Authority of Saskatchewan
306-787-5548

Sylvain Théberge
Autorité des marchés financiers
sylvain.theberge@lautorite.qc.ca

Carolyn Shaw-Rimmington
Ontario Securities Commission
416-593-2361

Andrew Nicholson
Financial and Consumer Services Commission, New Brunswick
506-658-3021

Janice Callbeck
The Office of the Superintendent of Securities, P.E.I.
902-368-6288

Rhonda Horte
Office of the Yukon Superintendent of Securities
867-667-5466

Ann Hall
Northwest Territories Securities Office
867-920-3318