BCSC expands exemptions to new private placement disclosure requirements
The British Columbia Securities Commission has now replaced BC Instrument 45-533, which granted limited relief from its new private placement disclosure form (Form 45-106F6 or the "BC Form") with a new version of the Instrument. As we've discussed in earlier posts, private placements in British Columbia have been subject to expanded post-trade disclosure requirements since October 3rd. The new version of the Instrument expands on the range of circumstances under which an issuer or underwriter can avoid having to file Form 45-106F6. Exemptions from certain parts of the BC Form are also provided.
Specifically, all investment funds (not just those managed by a Canadian registered manager) are now exempt from filing the BC Form (and can instead file a Form 45-106F1 or the "National Form"). Issuers or underwriters distributing securities of a non-reporting issuer only to permitted clients (as defined in NI 31-103) are also exempt from filing the BC Form provided they file the National Form and provide notice of their reliance on the filing exemption. Meanwhile, foreign public issuers and their subsidiaries, as well as subsidiaries of reporting issuers, are now exempt from having to provide information in item 4 of the BC Form (which is the item that requires detailed information about insiders and their holdings). Further, "insider information" under item 4 will now only be required for directors, executive officers, promoters and control persons.
The new Instrument came into force on December 9, 2011.
