Exemption From "Wrapper" Requirement For Foreign Offerings Into Canada May Now Be Obtained By Exemption Application

Last week, we alerted you to rule amendments proposed by the Ontario Securities Commission that aim to eliminate the need to prepare a Canadian "wrapper" for offerings of foreign securities made in Ontario on a private placement basis to sophisticated investors. A wrapper is usually a short separate document that supplements a non-Canadian offering document. The wrapper contains prescribed information required by Canadian law for private placements of foreign securities into Canada.

On April 23, 2013, a discretionary exemption was granted by Canadian securities regulators to a group of applicants involved in private placements of foreign securities to Canada-based accredited investors that qualify as "permitted clients" under National Instrument 31-103 from the need to prepare separate Canadian wrappers. The exemption order is not available to investment fund offerings. The exemption order takes effect on June 22, 2013, and can be found on the Ontario Securities