Have to go undergo two reviews: BC principal regulator; Ontario will conduct their own review and provide comments independent of BC. Receipt will have to be issued by BC on behalf of all passport jurisdictions and Ontario. (C) What if principle regulator is Ontario? File nationally and receive receipts Receives comments only from Ontario Once final receipt obtained, eligible for every jurisdiction in Canada even though they’re not part of the passport system. Principal regulator (p.238) Generally, the principal regulator will be the jurisdiction where the issuer’s head office is located. If issuer’s head office is not located in a specified jurisdiction, the principal regulator will be the specified jurisdiction w/ which the issuer has the most significant connection. Factors considered (in descending order of importance) in determining connection: Location of issuer’s management Ex. BC managed private issuer, you’d have a principal regulator in BC Location of issuer’s assets and operations Location of the Canadian trading market or quotation system on which the issuer’s securities are traded or quoted, and Location of issuer’s securityholders if the issuer’s securities are not traded or quoted on a Canadian trading market or quotation system. Filing materials Filer should indicate in its SEDAR electronic filing its principal regulator and that it is filing under NP 11-202 and MI 11-102 If principal regulator determined w/ the most significant connection test, then should indicate the connecting factor or factors used File on SEDAR a draft blacklined final prospectus as early as possible A seasoned prospectus (a prospectus used to issue securities w/in the previous two years) may be used Review of materials Principal regulator will use its best efforts to issue a first comment letter w/in 10 working days of the date it receives the preliminary prospectus or pro forma materials. Comment letter outlines problems in the preliminary materials, which the issuer must correct for a final receipt. In the case of dual prospectus, OSC uses its best efforts w/in 5 working days to either advise of material concerns or indicate OSC is clear to receive final materials. Time period for review may be extended if amendments mean the principal regulator is unable to complete a review in the time indicates. Opting out of dual review process (p.239)
Have to go undergo two reviews: BC principal regulator; Ontario will conduct their own review and provide comments independent of BC. Receipt will have to be issued by BC on behalf of all passport jurisdictions and Ontario. (C) What if principle regulator is Ontario? File nationally and receive receipts Receives comments only from Ontario Once final receipt obtained, eligible for every jurisdiction in Canada even though they’re not part of the passport system. Principal regulator (p.238) Generally, the principal regulator will be the jurisdiction where the issuer’s head office is located. If issuer’s head office is not located in a specified jurisdiction, the principal regulator will be the specified jurisdiction w/ which the issuer has the most significant connection. Factors considered (in descending order of importance) in determining connection: Location of issuer’s management Ex. BC managed private issuer, you’d have a principal regulator in BC Location of issuer’s assets and operations Location of the Canadian trading market or quotation system on which the issuer’s securities are traded or quoted, and Location of issuer’s securityholders if the issuer’s securities are not traded or quoted on a Canadian trading market or quotation system. Filing materials Filer should indicate in its SEDAR electronic filing its principal regulator and that it is filing under NP 11-202 and MI 11-102 If principal regulator determined w/ the most significant connection test, then should indicate the connecting factor or factors used File on SEDAR a draft blacklined final prospectus as early as possible A seasoned prospectus (a prospectus used to issue securities w/in the previous two years) may be used Review of materials Principal regulator will use its best efforts to issue a first comment letter w/in 10 working days of the date it receives the preliminary prospectus or pro forma materials. Comment letter outlines problems in the preliminary materials, which the issuer must correct for a final receipt. In the case of dual prospectus, OSC uses its best efforts w/in 5 working days to either advise of material concerns or indicate OSC is clear to receive final materials. Time period for review may be extended if amendments mean the principal regulator is unable to complete a review in the time indicates. Opting out of dual review process (p.239)
ADJUNCT_104_Winter_2017_Nahal_Iranpour.docx