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Canadian securities regulators seek comment on proposed amendments to business acquisition report requirements

Sep 05, 2019

Montreal –The Canadian Securities Administrators (CSA) today published for comment proposed amendments to the business acquisition report (BAR) requirements for reporting issuers that are not venture issuers.

The proposed amendments aim to reduce regulatory burden and address certain concerns expressed by stakeholders by narrowing the circumstances under which a BAR must be filed.

“Reporting requirements should be based on the relevance of the information to investors’ decision-making,” said Louis Morisset, CSA Chair and President and Chief Executive Officer of the Autorité des marchés financiers. “These proposed changes align with the CSA’s goal of streamlining regulation without compromising investor protection.”

Currently, a reporting issuer that is not a venture issuer must file a BAR after completing a significant acquisition if any one of the three significance tests set out in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) exceeds 20 per cent.

For reporting issuers that are not venture issuers, the proposed amendments will:

  • alter the determination of significance such that an acquisition of a business or related businesses is significant only if at least two of the three existing significance tests set out in NI 51-102 are triggered; and
  • increase the significance threshold from 20 per cent to 30 per cent

    • The comment period will close on December 4, 2019.

    The proposed amendments to NI 51-102 and related changes to certain companion policies can be found on CSA members’ websites.

    The CSA, the council of the securities regulators of Canada’s provinces and territories, co-ordinates and harmonizes regulation for the Canadian capital markets.

     

    For investor inquiries, please refer to your respective securities regulator. You can contact them here.

    For media inquiries, please refer to the list of provincial and territorial representatives below or contact us at media@acvm-csa.ca.

    Kristen Rose
    Ontario Securities Commission
    416-593-2336
    media_inquiries@osc.gov.on.ca

    Brian Kladko
    British Columbia Securities Commission
    mediainquiries@bcsc.bc.ca

    Jason Booth
    The Manitoba Securities Commission
    204-945-1660

    Shannon McMillan
    Financial and Consumer Affairs Authority of Saskatchewan
    306-798-4160

    David Harrison
    Nova Scotia Securities Commission
    902-424-8586

    Renée Dyer
    Office of the Superintendent of Securities
    Newfoundland and Labrador
    709-729-4909

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

    Hilary McMeekin
    Communications Manager
    403-592-8186

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

    Sara Wilson
    Financial and Consumer Services Commission, New Brunswick
    506-643-7045

    Steven Dowling
    Government of Prince Edward Island
    Superintendent of Securities
    902-368-4550

    Jeff Mason
    Nunavut Securities Office
    867-975-6591

    Tom Hall
    Office of the Superintendent of Securities,
    Northwest Territories
    867-767-9305