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News and Publications : Regulatory Updates

ASC changing OM exemption to facilitate access to capital for small business

December-20-12  
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ASC changing OM exemption to facilitate access to capital for small business
 
Dec 20, 2012

The Alberta Securities Commission (ASC) has issued ASC Blanket Order 45-512 Exemption from certain financial statement requirements of Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers, which offers a new, limited exemption to the form requirements of the offering memorandum prospectus exemption (OM exemption).

As outlined in Multilateral CSA Notice 45-311 Exemptions from Certain Financial Statement-Related Requirements in the Offering Memorandum Exemption to Facilitate Access to Capital by Small Businesses, a number of Canadian Securities Administrators members are issuing corresponding blanket orders in their jurisdictions.

The blanket order provides relief from certain financial statement-related requirements and, of particular significance, the usual requirement under the OM exemption for an audit on annual financial statements. However, those relying on the blanket order are subject to a number of conditions, including a $500,000 limit on how much money they can raise and a limit of $2,000 from each investor over a 12-month period. Other prospectus exemptions, including the unmodified OM exemption, will continue to be available. The blanket order is designed to help early stage and other small businesses raise funds while maintaining investor protection.

The blanket order will be in effect for two years. The ASC is requesting comment on the OM exemption and the changes introduced through the blanket order.  The comment period is open until February 20, 2013.

Copies of Multilateral CSA Notice 45-311 and ASC Blanket Order 45-512 are available on the ASC website at www.albertasecurities.com.

The ASC is the regulatory agency responsible for administering the province's securities laws. It is entrusted to foster a fair and efficient capital market in Alberta and to protect investors.  As a member of the Canadian Securities Administrators, the ASC works to improve, coordinate and harmonize the regulation of Canada's capital markets.
 
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