Can a TSX Venture Exchange issuer that is a reporting issuer in BC and files an AIF with the BCSC, use a short form prospectus for a prospectus offering?
Filing an AIF meets one of the qualification criteria for filing a short-form prospectus. The issuer needs to ensure it meets all qualification criteria in order to file a short-form prospectus. The is set out in Part 2 of National Instrument 44-101 Short Form Prospectus Distributions.
Do I have to pay additional fees to have my pre-filing or waiver application reviewed on an expedited basis?
The time lines for review periods for prospectus and pre-filing waiver applications are set out under National Policy 11-202 Process for Prospectus Review in Multiple Jurisdictions. For novel issues, issuers are recommended to make a pre-filing under part 8 of NP 11-202 to ensure that the novel issue is considered prior to the prospectus filing to avoid delays during the prospectus review process. There is no fee for prospectus pre-filings or waiver applications.
How can an issuer extend its offering period under a prospectus beyond 90 days?
If an issuer's securities are being distributed on a best efforts basis, the distribution must cease within 90 days after the date of the receipt for the final prospectus. An issuer may extend the distribution period by a further 90 days by filing and obtaining a receipt for an amendment to the final prospectus; however, the total period of distribution must not end more than 180 days from the date of the receipt for the final prospectus. Ref: National Instrument 41-101 General Prospectus Requirements, section 8.2
Under section 50(1)(c) of the Securities Act, does an issuer need prior written permission to disclose in its prospectus that it is seeking a listing for its securities on a stock exchange or quotation system?
No, blanket permission for these representations is provided by BC Notice 47-701.
What is the interaction between sections 78 of the Securities Act and National Instrument 41-101 General Prospectus Requirements?
Sections 78 of the Securities Act and Part 13 of National Instrument 41-101 General Prospectus Requirements discuss permitted communications and actions during the waiting period, which include giving out the preliminary prospectus and certain solicitations of expressions of interest in the proposed offering. Part 6 of the Companion Policy to National Instrument 41-101 provides further guidance on advertising and marketing activities in connection with a prospectus offering.
How can an issuer that becomes a reporting issuer by obtaining a receipt for its IPO prospectus, but does not complete the distribution of the securities offered under the prospectus, cease to be subject to its reporting issuer continuous disclosure obligations?
The issuer should refer to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status and Companion Policy 11-502CP. The issuer should file a written notice as specified under that instrument with the Financial Reporting Department of the BC Securities Commission. If the circumstances in BCI 11-502 are not applicable to the issuer, the issuer may apply to the Commission for a discretionary order designating the issuer (under Section 88 of the Securities Act) to not be a reporting issuer. The issuer's application should include the reasons why the issuer should no longer be a reporting issuer. Issuers, in particular foreign issuers, may want to refer to CSA Staff Notice 12-307, Applications for a Decision that an issuer is not a Reporting Issuer, for additional guidance.
If a company completes a material business acquisition subsequent to the date of the financial statements included in its preliminary prospectus, is it required to include financial statements on a post-acquisition basis in the final prospectus?
Both the long form (National Instrument 41-101 General Prospectus Requirements) and short form prospectus (National Instrument 44-101 Short Form Prospectus Distributions) rules require the inclusion of the financial statements of a recently acquired business in the final prospectus in this circumstance. The relevant sections are Part 35.5 of Form 41-101F1 Information Required in a Prospectus for long-form prospectuses and Part 10 of Form 44-101F1 Short Form Prospectus Distributions for short-form prospectuses. Both sections refer to Part 8 of National Instrument 51-102 Continuous Disclosure Obligations for the significance tests and acquisition statement requirements.
Can an individual, who was the CFO at the time of the issuer's IPO and whose shares are subject to escrow for three years, have his securities released from escrow prior to the expiry of the three year period, if he subsequently ceases to be the CFO?
No. It does not matter if a principal of an issuer at the time of an IPO subsequently ceases to be a principal, he is obligated to comply with the terms of the escrow agreement. Please refer to the limited circumstances under the national escrow regime in NP 46-201 Escrow For Initial Public Offerings, which permit the transfer or sale of securities in escrow. Please see s.3.8, Part V - Business Combinations and Part VI - Dealing With Escrow Securities.
What is the minimum price when issuing seed shares?
The Commission does not prescribe minimum or maximum prices for securities. We would only consider the price of seed shares in the context of the public interest during a review of a company's IPO prospectus. Please refer to the policies of the TSX, TSX Venture Exchange, or Canadian National Stock Exchange for information on pricing of seed capital.
How long is a mutual fund prospectus valid in BC?
The lapse date is one year after the date of the prospectus. However, if a pro forma renewal prospectus is filed at least 30 days before the lapse date, then sales can continue using the old prospectus for up to 20 days after the lapse date, provided the final renewal prospectus is filed within 10 days after the lapse date. Ref: National Instrument 81-101 Mutual Funds Prospectus Disclosure Section 2.5 and National Instrument 41-101 General Prospectus Requirements Part 17.
Personal Information Forms
What is a personal information form and who needs to provide it?
A personal information form (PIF) is a form that issuers must provide for certain directors, executive officers, proposed directors, proposed executive officers and promoters in connection with certain prospectus offerings under National Instrument 41-101 General Prospectus Requirements and certain revocations under National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order. In those circumstances, the personal information form must be completed in the form set out in Appendix A to National Instrument 41-101. The Commission or Executive Director may also require a director, officer, promoter, or control person of an issuer to submit information under s.90 of the Securities Act. The person would generally be required to provide the information in the form set out in Appendix A to National Instrument 41-101. In accordance with Appendix A to National Instrument 41-101, where a person submitted a personal information form (an exchange form) to the Toronto Stock Exchange or TSX Venture Exchange and the information has not changed, the person may deliver the exchange form provided that the person completes and attaches to the exchange form the certificate and consent of Appendix A to National Instrument 41-101. References: BC Policy 13-601 Required Forms, section 2.2
When must a personal information form be filed?
An issuer must file a personal information form for each executive officer, director and promoter at the time of filing a preliminary prospectus in connection with its initial public offering and for each new executive officer, director and promoter at the time of filing a preliminary prospectus in connection with any subsequent offering. An issuer must file a personal information form for each current and incoming executive officer, director and promoter at the time of filing of its application for a full revocation order. References:
Other than staff of the BC Securities Commission or the exchanges, who has access to the personal information form I file?
Only you or someone to whom you have given written permission have access to your personal information form.
How can I obtain a copy of my personal information form?
You can request a copy in the following ways:
- By contacting us at 604-899-6500 between the hours of 8:00 am to 4:30 pm to make your request. You will be required to verify your identity before we process your request.
- By sending a request by fax to 604-899-6506 (Attention: Records) or by mail. Include your full legal name as it appears on the personal information form. You will need to provide a telephone number where you can be contacted. The fax must be signed by you for signature verification purposes.
- If your lawyer is requesting this form on your behalf, we require a letter allowing us to release your information to this person. The release letter must be signed by you for signature verification.
After receiving your request, we will contact you to arrange pick-up or mail the form to you. We will not fax or email personal information forms for security reasons.