Under section 12 of the Securities Act (the Act), every person intending to make a distribution of securities from Québec to persons established outside Québec is required to prepare a prospectus and obtain a receipt from the AMF.
However, a prospectus is not required under section 12 of the Act where the issuer provides the information required by the Securities Regulation and the AMF agrees or does not object within 15 days after receiving the information.
Application under section 12 of the Securities Act
Issuers seeking the AMF's agreement must file an application to that effect via SEDAR before making any solicitation in respect of the proposed offering. To enable it to make an informed decision, the AMF expects the application to set out:
- a description of the general context of the distribution to be made outside Québec (e.g., specify if the distribution will be made elsewhere in Canada or if it constitutes a step in a more elaborate financing structure);
- a description of any past or future public announcement related to the distribution;
- an analysis outlining how the absence of a prospectus would not affect the protection of investors or the reputation of Québec in foreign markets by discussing, for example, any issue related to:
- the sufficiency of proceeds to be used to achieve the issuer's objectives;
- the issuer's capital structure;
- any change in control over the issuer or change in the issuer's activities;
- compliance with regulation applicable to offerings in jurisdictions where the securities are distributed.
an analysis of the risks (and measures taken to mitigate such risks, as applicable) that the securities may be indirectly distributed in Québec or be resold to Québec residents.
In addition to the above, when preparing an application for AMF agreement, filers should refer to the information about the content and quality of discretionary exemption applications available on the AMF website.
The AMF analyzes applications on a case-by-case basis and, if necessary, sends the issuer a letter of observations before expiry of the 15-day period. The AMF may use its discretion to request the filing of a prospectus.
Other important information
- The endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market, constitutes a distribution under the Act, the initial trade of the securities distributed with the agreement of the AMF in accordance with section 12 of the Act is not covered by Regulation 45-102 respecting Resale of Securities.
- It is possible to rely on one of the exemptions under Regulation 45-106 respecting Resale of Securities, or on another exemption under the Act, instead of filing an application to obtain AMF agreement under section 12 of the Act.
- Certain Canadian institutional investors reselling outside of Canada securities acquired pursuant to a prospectus exemption may be entitled to rely, subject to certain conditions, on the exemptions granted under the AMF blanket orders referred to in the AMF Notice relating to Regulation 45-102 respecting Resale of Securities (pdf - 144 KB)This link will open in a new window.
For any questions relating to the above, please contact:
Québec City: 418-525-0337