The Ontario Securities Commission (OSC) has published a decision granting a group of large investment dealers an exemption from additional Canadian disclosure obligations for foreign private placements. It has also proposed rule amendments to address the issue.
The OSC handed down a decision Thursday, granting relief to a group of major Wall Street dealers (including Barclays Capital, Citigroup, Deutsche Bank, HSBC Securities, JP Morgan Securities, Merrill Lynch, and UBS Securities, along with RBC Dominion Securities and Scotia Capital) from specific Canadian disclosure requirements for exempt foreign offerings to sophisticated investors.
At the same time, the provincial regulator also announced that it is publishing proposed rule amendments that will remove certain domestic disclosure requirements for offerings of foreign securities made on a private placement basis to sophisticated investors. The primary purpose of the proposed amendments is to eliminate the need to prepare a ‘wrapper’ for an offering document in these circumstances, it says.
The OSC says that it expects that the proposed rule amendments will facilitate foreign securities offerings being made in Canada on a private placement basis to sophisticated investors. The proposals are out for comment until July 24.
The decision granting exemptive relief also doesn’t take effect for 60 days, “To ensure that dealers outside of the applicant group are not put at a disadvantage in the marketplace for foreign offerings,” it says, allowing them time to apply for similar relief.