August 20, 2020 CSA

Vancouver and Montréal – The Canadian Securities Administrators (CSA) today published amendments to the business acquisition report (BAR) requirements for reporting issuers that are not venture issuers.

The amendments aim to reduce regulatory burden and address certain concerns expressed by stakeholders.

“The amendments narrow the circumstances under which a BAR must be filed to transactions that are the most relevant to investors’ decision-making,” said Louis Morisset, CSA Chair and President and Chief Executive Officer of the Autorité des marchés financiers. “These changes reflect the CSA’s drive to streamline regulation without compromising investor protection.”

For reporting issuers that are not venture issuers, the amendments will change the criteria for determining whether a completed acquisition is significant, based on three tests set out in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The amendments:

• require that at least two of the three existing significance tests in NI 51-102 are triggered (previously, only one test had to be triggered)
• increase the significance threshold in those tests from 20 per cent to 30 per cent.

The amendments are being adopted following an extensive consultation process, including comment letters and other stakeholder feedback, as well as consideration of historical data on past BAR filings and exemptive relief granted to assess the impact of the amendments.

Provided all necessary ministerial approvals are obtained, the amendments are effective on November 18, 2020. 

The amendments and related changes to certain companion policies can be found on CSA members’ websites.

The CSA, the council of the securities regulators of Canada’s provinces and territories, co-ordinates and harmonizes regulation for the Canadian capital markets.

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