12 QUESTION Answer What exemptions from Canadian continuous disclosure obligations are available for non-Canadian issuers? There are two categories of non-Canadian issuers that are eligible for relief: • “SEC foreign issuer” – an issuer incorporated outside of Canada that is subject to the rules of the U.S. Securities and Exchange Commission applicable to a reporting company, provided that less than 50%of the voting securities are held in Canada and it meets certain other mind and management and asset location tests. • “Designated foreign issuer” – those subject to the securities laws of Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore, South Africa, Spain, Sweden, Switzerland or the United Kingdom, but not subject to the rules of the U.S. Securities and Exchange Commission applicable to a reporting company. A designated foreign issuer must have less than 10%ownership in Canada. Certain exemptions are available under NI 71-102. SEC foreign issuers and designated foreign issuers complying with the securities regulatory requirements in their home jurisdiction and the rules of the stock exchange(s) on which their securities are listed will satisfy Canadian requirements relating to: a. the disclosure of material changes; b. the preparation, approval, delivery and filing of interim financial statements, annual financial statements and auditor’s report; c. MD&A and annual information forms (other than an AIF prepared to make an issuer eligible to file a short form or shelf prospectus); d. the preparation and filing of business acquisition reports; e. Information circulars and proxy solicitation; f. Early warning; g. Insider reporting; h. the disclosure of voting results; i. the filing of news releases disclosing information regarding its results of operations or financial condition; j. the filing of documents affecting the rights of security holders and material contracts entered into other than in the ordinary course of business (this exemption applies even if there is no requirement that these documents be filed with the home country regulator); k. certain related party transactions; l. a change in year-end; m. a change of auditor, and n. the disclosure andminority approval requirements for restricted securities. See NI 71-102 for details. Investment companies registered or required to be registered under the Investment Company Act of 1940 of the United States are not SEC foreign issuers and are not eligible for relief under NI 71-102. Compliance with certain disclosure rules relating to communication with shareholders, NI 54-101, and resource disclosures, NI 43-101 and NI 51-101, continue to be required for issuers otherwise qualifying for this relief.
RkJQdWJsaXNoZXIy MjgzMzQ=