Adoption of Regulation 45-106 and Regulation 45-102: major step forward for issuers and investors!


Regulation 45-106 respecting Prospectus and Registration Exemptions came into force in Québec on September 14, 2005. It consolidates and harmonizes prospectus and registration exemptions previously available in Canadian jurisdictions under various laws and regulations.

The Autorité des marchés financiers (AMF) is confident that Regulation 45-106 will provide significant benefits to market participants and reduce their fees by harmonizing most prospectus and registration exemptions currently available in Canada as well as related disclosure and filing requirements. Market participants who wish to rely on an exemption to make a distribution in several jurisdictions will therefore not have to be aware of the various systems and consult existing laws and regulations. In Québec, the new system for prospectus and registration exemptions will have more of an impact with respect to private distributions because several exemptions for which applications previously had to be filed are now statutory.

In conjunction with Regulation 45-106, Regulation 45-102 respecting Resale of Securities also came into force on September 14, 2005. It sets out the conditions for the resale of securities acquired under a prospectus exemption, in particular under Regulation 45-106. Under Regulation 45-102, a security holder may benefit from a final exemption for the resale of securities once the restricted period is over (the issuer has been a reporting issuer for the four months preceding the trade and at least four months have elapsed since the distribution date) or the seasoning period is over (the issuer has been a reporting issuer for the four months preceding the trade).

Regulation 45-106 and Regulation 45-102 are available on the AMF website and further information on this matter is contained in the AMF's weekly bulletin dated September 9, 2005 (in French only).