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PCMA Advocacy work helps to bring the Offering Memorandum Exemption to Ontario

November 2, 2015  
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PCMA Advocacy work helps to bring the Offering Memorandum Exemption to Ontario


The Private Capital Markets Association of Canada (PCMA) is pleased to see the success of its multi-year advocacy campaign to bring the Offering Memorandum Exemption (OM exemption) to Ontario. Our voice and advocacy, supported by others across the industry, was a catalyst for this important regulatory change.  

Since 2012, the PCMA has worked with securities regulators to emphasize the need for a robust and harmonized OM exemption across Canada, and most importantly, for Ontario to catch-up to the rest of Canada and introduce the OM exemption in Ontario. We believe this new capital raising tool will enable Ontario’s companies and investors access to much greater opportunities in the private markets. After a strong industry response to initial proposals in 2014, we knew the intellectual battle was won and the OSC was committed to bringing an OM Exemption to Ontario.

On October 29, 2015, the securities regulatory authorities in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan published Multilateral CSA Notice of Amendments to National Instrument 45-106 Prospectus Exemptions Relating to the Offering Memorandum Exemption. The amendments introduced an offering memorandum prospectus exemption in Ontario and modified the existing offering memorandum exemption in Alberta, New Brunswick, Nova Scotia, Québec and Saskatchewan to strengthen investor protection. As a result of the amendments, the offering memorandum exemption will now be available in all jurisdictions of Canada.

The PCMA is especially pleased that important adjustments to the proposed OM rules were adopted in the final rules based on the advocacy of the PCMA and others, specifically:

  • Removal of a restriction on dealers trading in securities of related issuers
  • Significantly higher investor limits with a new category of up to $100,000 based on suitability advice
  • No changes to the eligible investor definition
  • Significant advancement in harmonizing the OM rules across Canada


Here is a selected history of the PCMA's advocacy work, which contributed to this significant regulatory change in Ontario:

Comment Letters and Policy Proposals

All of the PCMA policy proposals to regulators on the OM can be reviewed HERE

Timeline of the PCMA’s early work to get the OM exemption on the agenda

A special timeline from 2013 that outlined the PCMA’s early efforts (formerly as the Exempt Market Dealers Association of Canada) on behalf of our members, to make the OM exemption a priority for Ontario. Review it HERE

Industry Dialogue that moved opinion

A series of articles were published in the PCMA’s Private Capital Markets magazine, including:

Make the OM exemption safer? Safer than what? by David Gilkes, Vice Chair, PCMA

Your Association at Work. There is much we can accomplish together by Geoffrey Ritchie, Executive Director, PCMA

No Caps under the Offering Memorandum Exemption by Brian Koscak, Chair PCMA and Philip du Heaume, VP Legal and Compliance, Raintree Financial Solutions

Unlocking Capital Raising: Has Ontario’s Offering Memorandum Battle Been Won? by Brian Koscak, Chair, PCMA

OSC Offering Memorandum Proposals a Positive Step Forward but Key Changes are Needed! by Geoffrey Ritchie, Executive Director, PCMA

Influencing Change: Ontario & the Offering Memorandum Exemption by Geoffrey Ritchie, Executive Director PCMA

Making Progress: How the EMDA is leading change and influencing the future of Canada’s exempt market by Geoffrey Ritchie, Executive Director, PCMA


Please watch for further analysis of the proposed rule in the next edition of the Private Capital Markets magazine – Canada’s leading source of information on the private capital markets.