Development of the private placement exemptions continues, as
the Canadian Securities Administrators (CSA) have finalized
amendments to National Instrument 45-106 Prospectus
Exemptions (the "Amendments")
relating to the offering memorandum exemption (the "OM
Exemption"). The Amendments had initially been
proposed in March of 2014 (see our April 1, 2014 Update, Four
New Private Placement Exemptions Proposed), and introduce the
OM Exemption into Ontario for the first time for issuers other than
investment funds.
The OM Exemption is intended to allow issuers to access capital
from a wider range of investors than are accessible under other
prospectus exemptions, without incurring the cost of filing a
prospectus. Issuers distributing under the OM Exemption must
provide investors with an offering memorandum that includes
prescribed disclosure that is less comprehensive than what is
required in a prospectus. Because distributions under the OM
Exemption are exempt from the
