Jul 15, 2016
Due to exemptions from a number of Canadian requirements that came into effect on September 8, 2015 (collectively, the Wrapper Exemption), foreign issuers and dealers, in most cases, no longer need a Canadian private placement supplement (or Wrapper) attached to the front of a non-Canadian prospectus or offering memorandum in order to make private placement sales in Canada. There are some situations, however, in which a Wrapper is required.
Our Guide to Canadian Private Placements can help you determine whether you will need a Canadian Wrapper for a particular offering document and can sell securities into Canada on a private placement basis without engaging Canadian counsel. It is important to note that in many cases you will need assistance from Canadian counsel to file post-closing private placement trade reports with the Canadian securities regulators, even if a Canadian Wrapper is not required.
By answering simple yes-or-no questions, the guide will help you navigate the Canadian Wrapper requirements as they apply to your particular sale. The practical resource also provides helpful details on the following:
- steps you may need to take to comply with Canadian securities law requirements
- the statutory liability regimes across Canada’s provinces and territories
- notification requirements that may need to be satisfied when relying on the Wrapper Exemption
- issues that may be of concern (e.g., other regulatory requirements applicable to a distribution of securities into Canada, in addition to Canadian securities law requirements)
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