B.C. Securities Commission Adopts Additional Disclosure Requirements For Private Placements

The British Columbia Securities Commission (BCSC) has adopted amendments (the Amendments) to National Instrument 45-106 – Prospectus and Registration Exemption (NI 45-106), which will take effect on October 3, 2011. The Amendments will introduce a separate new form, Form 45-106F6 – British Columbia Report of Exempt Distribution (the New Form), which will replace Form 45-106F1 for the purposes of reporting B.C. exempt distributions (sometimes referred to as private placements). The New Form will require certain issuers to provide more disclosure to the market regarding insiders, registrants and promoters purchasing securities.

In particular, the additional disclosure requirements are significant for non-reporting issuers other than investment funds that are managed by fund managers registered in Canada (Exempt Funds). Such issuers must disclose: (i) the names, municipalities and countries of residence of their insiders and promoters; (ii) the number and types of