breakfast for the mind: raising capital - more choices, not easier

Breakfast for the Mind Raising capital: More choices, not easier

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Raising capital: More choices, not easier

Andy Hladyshevsky, Partner

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Colleen M. CebuliakPartnerD+1 780 423 7136E: [email protected]

Andy (Andrew) J. Hladyshevsky, Q.C.Partner D+1 780 423 7273E: [email protected]

Leanne C. KrawchukPartnerD+1 780 423 7198E: [email protected]

Sarat C. MaharajPartnerD+1 780 423 7176E: [email protected]

Today’s speakers

mailto:[email protected]




• An overview of securities law

• Changes to private placement rules

• What other prospectus exemptions can an issuer consider using to raise capital?

• The “Nitty Gritty” - Filings

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Today’s Topics

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An overview of securities law

Sarat Maharaj, Partner

• What is a “Security”?

• Registration Considerations – in brief

• Closed System – Trading Restrictions

• Common Prospectus Exemptions (Raising Capital) – in brief

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Securities Laws (Overview)

• Shares, units, bonds, debentures, notes or other evidence of indebtedness;

• Any profit-sharing agreement or certificate;

• Any document, instrument or writing commonly known as a security; and

• Any investment contract.

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What is a Security?

(National Instrument 31-103)

Requirements to Register:

• in the business of trading (Business Trigger Test); • in the business of advising (Business Trigger Test); • holding yourself out as being in the business of trading or advising; • acting as an underwriter; and• acting as an investment fund manager (mutual funds / not seeking

control or active involvement).

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Registration

(National Instrument 31-103)

Business Trigger Test

• engaging in activities similar to a registrant (ie. promoting securities, offering to buy and sell securities);

• intermediating trades or acting as a market maker (i.e. brokering);• repetition, regularity and continuity (ie. time spent, profits earned);• remuneration or compensation; and• soliciting (contacting to solicit purchase and sales or to offer advice).

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Registration

Closed System

Exemptions

Restricted Trading

Prospectus

Free Trading10

Accredited Investor Includes:• an individual, a person that has “financial assets” (cash and securities) of at

least $1,000,000; • an individual with net income before taxes (in the last two years) of at least

$200,000 (or $300,000 combined with spouse) and reasonably expects to exceed that income level in the current calendar year; and

• a person (other than an individual) that is wholly owned by one or more accredited investors or has net assets of $5,000,000.

• Reporting requirements

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Common Prospectus Exemptions (Raising Capital)

Private Issuer• Is not a reporting issuer or an investment fund.

• Its securities, other than non-convertible debt:

(i) are subject to transfer restriction; and

(ii) are held by not more that 50 people, exclusive of employees and former employees.

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Private Issuer (con’t)• Only distributed securities to the permitted list of investors:

• Persons With Close Connections;• (ie. director, officer, employee, founder or control person, spouse, parent, grandparent, brother,

sister, or child of either a director, executive officer, founder or control person, etc.)• (ie. close personal friend or close business associate of a director, executive officer, founder or

control person, etc.)

• Current shareholders;• Accredited Investors; and• Person that is “not the public”.

• No reporting requirements

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Friends Family and Business AssociatesIncludes:

• A director, executive officer or control person of the issuer or an affiliate of the issuer;

• A spouse, parent, grandparent, brother, sister or child of a director, executive officer or control person; and

• A close personal friend or a close business associate of a director, executive officer or control person.


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Offering Memorandum• The company must prepare an offering memorandum in the form

mandated by the instrument, including the required financial statements.

• There is no limit on the number of investors that can participate.

• There is no limit on how often you use the exemption.

• There is a right of action for rescission or damages in the event of a misrepresentation in the OM.

• Reporting Requirements

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Minimum Investment• Purchases as principal, where the acquisition cost is not less than

$150,000 paid in cash on closing.


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Changes to private placement rules

Colleen Cebuliak, Partner

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1. Accredited Investor Exemption.

2. Minimum Amount Exemption.

3. Family, Friends and Business Associates Exemption.

4. Offering Memorandum Exemption.

Private Placement Rules…What you thought you knew has changed

• The exemption allows companies to issue securities to investors who have a high net worth or other indicators of sophistication.

• May 5, 2015 changes include:• Issuers of securities have to obtain a signed risk acknowledgement

from individual accredited investors;• The securities commissions have provided expanded guidance on the

due diligence steps they expect issuers to take to verify accredited investor status; and

• Family trusts are included as a category of accredited investor.

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Accredited Investor Exemption

• Effective May 5, 2015, this exemption is not available if the purchaser is an individual.

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Minimum Amount Exemption

• Effective May 5, 2015, it is possible to have friends in Ontario!

• Exemption available for distributions to directors, executive officers, control persons and founders of the issuer as well as family members, close personal friends and close business associates of directors, executive officers, control persons or founders of the issuer.

• Requires the issuer, the investor and in the case of family and friends, the person at the issuer that has the relationship to sign a risk acknowledgment statement.

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Family, Friends and Business Associates Exemption

• At the same time, guidance was expanded on the meaning of close personal friend and close business associate including:• Onus is on the issuer or selling security holder to establish whether a

close personal relationship exists, various factors will be considered relevant in making this determination; and

• Securities commissions will not generally consider an individual with whom a friendship is primarily founded on participation in an internet forum or social media to be a close personal friend or close business associate.

• In Alberta, there is an informal rule called the “coffin test”. Note the revised Form 45-106F1 now requires the name of the director, executive officer, control person or founder claiming the relationship.

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Family, Friends and Business Associates Exemption

• Changes effective April 30, 2016 include:• Available in Ontario (effective January 13, 2016).• Issuers will be required to, among other measures, provide investors

with audited annual financial statements (120 days after year end) and an annual notice describing how the proceeds raised under the offering memorandum exemption were used. These will have to be filed on SEDAR starting June 30 (although the filings will not be public).

• Any marketing materials will be required to be incorporated by reference in the offering memorandum so that they are subject to the same liability as the disclosure provided in the offering memorandum in the event of a misrepresentation. The offering memorandum and the marketing materials will both have to be filed on SEDAR beginning June 30 and will be public.

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Offering Memorandum Exemption

• Changes effective April 30, 2016 include:• In New Brunswick, Nova Scotia and Ontario, non-reporting issuers will

also be required to make reasonably available to investors a notice, in a prescribed form, of the following events within 10 days of the event occurring: (i) a discontinuance of the issuer’s business; (ii) a change in the issuer’s industry; or (iii) a change of control of the issuer.

• All investors will be required to sign a risk acknowledgement form.

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• Changes effective April 30, 2016 include:• Individual investors relying on the offering memorandum exemption will

be subject to investment limits in most cases (Alberta, Saskatchewan, Ontario, Quebec, New Brunswick, Nova Scotia levels):• Non-eligible investors cannot invest if their acquisition cost of the

securities exceeds $10,000 per a 12 month period.• Eligible investors [roughly speaking for individuals, net assets of

$400,000 or net income above $75,000 or $125,000 with a spouse], are permitted to invest up to $30,000 per a 12 month period.

• Eligible investors who receive suitability advice from an “eligibility advisor” [an investment dealer], are permitted to invest up to $100,000 per a 12 month period.

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What other prospectus exemptions can an issuer consider using to raise capital?

Leanne Krawchuk, Partner

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• If yes: then as of January 14, 2016, in Alberta, RI can use (ii) Existing Security Holder Exemption (s.3 of ASC Rule 45-516) or (i) Investment Dealer Exemption (s.4 of ASC Rule 45-516) subject to meeting numerous additional requirements.

• If no: then neither exemption is available to an issuer in Alberta.

Is the issuer a reporting issuer (RI) in a jurisdiction of Canada?

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• A class of RI’s equity securities must be listed on any of TSX Venture Exchange, Toronto Stock Exchange, the Canadian Securities Exchange or Aequitas Neo Exchange Inc.

• Distribution must be by the RI to existing security holders of RI’s listed securities only.

• Existing security holder must purchase as principal.

• RI must fix a record date for the distribution; the record date must be at least one day prior to the day the RI issues its “offering news release”.

The Existing Security Holder Exemption - Additional Requirements

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• RI has to filed all required continuous disclosure (CD) documents under applicable securities legislation, any orders, or any undertakings (i.e. an up-to-date CD record/not in default).

• Not available if the class of listed security being distributed has been suspended from trading for failure to comply with the requirements of the applicable exchange.

• RI has to issue and file an “offering news release” describing the proposed distribution, including:• Min/max no. of securities proposed to be distributed and min/max gross

proceeds;• Proposed principal uses of gross proceeds assuming min/max offering

achieved; and• Description of intended allocation among subscribers if aggregate subscriptions

exceed the maximum.


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• The RI permits every person/company who, as of the record date, held a listed security of the RI of the same class and series to be distributed to subscribe for the offered securities.

• The distribution must be of a listed security or a unit comprised of a listed security and a warrant.


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• There must be a written subscription agreement between the RI and each subscriber that contains:• A representation from subscriber that, on or before the record date, the

subscriber acquired and continues to hold a listed security of the RI of the same class and series as the listed security to be distributed by RI.

• A representation from the RI that it (and any salesperson acting on its behalf) has no reason to believe that the subscriber’s representation above is untrue.

• A representation from RI to each subscriber that:• The issuer’s “core documents” and “documents” (as defined in Part 17.01 of the Securities Act

(Alberta)) do not contain a misrepresentation; and• There is no material fact or material change related to the RI which has not been generally

disclosed.


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• The aggregate acquisition cost to subscriber for the securities under this exemption, when combined with the acquisition cost to the subscriber of all other securities distributed under this same exemption in the last 12 months, does not exceed $15,000 UNLESS:• Subscriber has obtained advice regarding the suitability of the investment; and• Subscriber is a resident in a jurisdiction of Canada, and the advice is from a

person or company registered in that same Canadian jurisdiction as an “investment dealer” (i.e. then no maximum cap on subscriber’s investment).

• RI must file a Report of Exempt Distribution on or before 10th day after the distribution.

• If any “offering material” is provided to a subscriber, it must be filed with the ASC no later than the day that the offering material is first provided to a subscriber (note: the subscription agreement is not required to be filed).


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• This exemption is also available in BC, SK, MB, QC, NL, NB, NS, PE, YK, NT and NU and ON (non-investment fund issuers) under general and blanket orders or other rules.

• No risk acknowledgement form is required.• Recognizes RI’s CD history.• Can sell to any existing listed security holder up to aggregate of $15,000

(in last 12 months under this exemption) without suitability advice.• No offering document is required.

The Existing Security Holder Exemption - Advantages

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• If yes: then RI can use Investment Dealer Exemption (s.4 of ASC Rule 45-516) subject to meeting additional requirements.

• If no: then exemption is not available.

Same Question: Is the issuer a reporting issuer (RI) in a jurisdiction of Canada?

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• A class of RI’s equity securities must be listed on any of TSX Venture Exchange, Toronto Stock Exchange, the Canadian Securities Exchange or Aequitas Neo Exchange Inc.

• RI has to have filed all required continuous disclosure (CD) documents under applicable securities legislation, any orders, or any undertakings (i.e. an up-to-date CD record/not in default).

• Not available if the class of listed security being distributed has been suspended from trading for failure to comply with the requirements of the applicable exchange.

• The distribution must be of a listed security, a unit comprised of a listed security and a warrant, or a security convertible into a listed security at the security holder’s sole discretion.

The Investment Dealer Exemption

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• RI has to issue and file an “offering news release” describing the proposed distribution, including:• Min/max no. of securities proposed to be distributed and min/max gross

proceeds;• Proposed principal uses of gross proceeds assuming min/max offering

achieved; and• States that there is no material fact or material change related to the RI which

has not been generally disclosed.

The Investment Dealer Exemption - Additional Requirements

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• Advice Required: • Subscriber must have obtained advice regarding the suitability of the

investment; and • If the subscriber is a resident in a jurisdiction of Canada, the advice must be

from a person or company registered in that same Canadian jurisdiction as an “investment dealer” (as defined in NI 31-103).

• There must be a written subscription agreement between the RI and each subscriber that contains a representation from RI to each subscriber that:

• The issuer’s “core documents” and “documents” (as defined in Part 17.01 of the Securities Act (Alberta)) do not contain a misrepresentation; and

• There is no material fact or material change related to the RI which has not been generally disclosed.


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• RI must file a Report of Exempt Distribution on or before 10th day after the distribution.

• If any “offering material” is provided to a subscriber, it must be filed with the ASC no later than the day that the offering material is first provided to a subscriber (note: the subscription agreement is not required to be filed).


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• The offering can be brokered or non-brokered.

• It recognizes an RI’s CD history.

• It expands retail participation; any investor that obtains suitability advice from a registered investment dealer can buy.

• Exemption is also available in BC, SK, MB and NB.

• No maximum cap on purchase amount; can raise any amount of money from any retail investor who has obtained suitability advice.

• No risk acknowledgment form required.

• Can be combined with other exemptions such as accredited investor, existing security holder etc.

• No offering document required.

The Investment Dealer Exemption - Advantages

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• On October 19, 2015, proposed MI 45-109- Prospectus Exemption for Start-up Businesses was published for a 60-day comment period.

• Although the 60-day comment period has since expired, this proposed prospectus exemption is still not yet in force and even if proclaimed, would only apply in Alberta and Nunavut.

• ASC recognizes that for some early, very small stage issuers, the costs of using the OM prospectus exemption can be prohibitive (and likely even more so with the recent changes to that exemption); also may be unable to access accredited investors.

• This exemption (if adopted) would be intended to be used by very early stage non-reporting issuers “to fund the possible financing gap” in a cost-effective manner, prior to the issuer having the necessary resources to use the OM prospectus exemption.

Proposed Start-Up Business Exemption - NOT YET IN FORCE

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• Qualifications:• The issuer’s head office must be in a jurisdiction that has adopted MI 45-109 or

in a corresponding jurisdiction with a corresponding exemption;• Only available to non-reporting issuers;• Not available to investment funds;• Securities purchased under this exemption would be subject to indefinite resale

restrictions;• It does not provide a registration exemption;• It is not limited to crowdfunding purposes; and • Common shares, non-convertible preference shares, units of an LP, securities

convertible into common shares or non-convertible preference shares.

Proposed Start-Up Business Exemption - What are the Proposed Requirements?

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• Investors would need to be given a Start-Up Offering Document in form 45-109F1, containing basic prescribed information about the offering and the issuer (more streamlined than the OM required forms), but NO requirement for financial statements.• The offering document must disclose the minimum offering amount and

whether there is a maximum offering amount;• The minimum must be raised within 90 days; and • Constitutes an offering memorandum under Alberta and Nunavut securities

legislation and investors have a statutory two day right of withdrawal and right of action for rescission.

Proposed Start-Up Business Exemption - Disclosure

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• Investors also have 48 hour contractual right of withdrawal after their subscription and 48 hour right of withdrawal after a material amendment to offering document.

• A Start-up Business Risk Acknowledgement form (45-109F2) would be required to be signed by each investor.

• The offering document would need to be filed on SEDAR.

Proposed Start-Up Business Exemption - Disclosure

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• If a registered dealer is NOT involved: each investor would be limited to no more than $1,500 in a single investment or no more than $3,000 in the “issuer group” (includes affiliates, issuers in a common enterprise/ issuers with a common founder) in a 12 month period under the start-up business distributions*.

• If a registered dealer is involved (whether through an on-line portal or through other traditional means) AND provides suitability advice: each investor would be limited to no more than $5,000 in a single investment or no more than $10,000 in the “issuer group” in a 12 month period under the start-up business distributions*.

*Start-up business distributions means a distribution under MI 45-109 or a corresponding exemption, which includes the Start Up Crowdfunding Blanket Orders and any other exemptions similar to them.

Proposed Start-Up Business Exemption - Limits on Investment by Investors

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• An issuer using this exemption would be subject to a $1,000,000 lifetime limit on the amount raised under this exemption OR any corresponding exemptions in other jurisdictions that have adopted the Start-Up Crowdfunding Blanket Orders listed in Appendix A to MI 45-109 (currently, BC, SK, MB, QC, NB and NS).

• The ASC believes that once an issuer has raised $1,000,000 through start-up business prospectus exemptions, it should have the financial resources to prepare financial statements and the required OM under the OM prospectus exemption.

• No limit on the numbering of offerings per year or the amount per distribution.

Proposed Start-Up Business Exemption - Lifetime Limit on Reliance by Issuer

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• Within 30 days of the closing, a Form 45-109F3-Start-up Business Report of Exempt Distribution would be required to be filed in electronic format on SEDAR.

Proposed Start-Up Business Exemption - Reporting

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• We are waiting to see if MI 45-109 is adopted in Alberta and if so, whether the comments that were received by the ASC will change the above proposed requirements.

• For now, there is still no crowdfunding exemption in Alberta - stay tuned!

Proposed Start-Up Business Exemption - Summary

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• On May 14, 2015, BC, SK, MB, QC, NB and NS adopted Start-up Crowdfunding prospectus and registration exemptions for start-up and early stage businesses by way of local blanket orders.

• Available to non-reporting issuers whose head office is located in one of these participating jurisdictions.

• Intended for start-ups only.

• Provides both a prospectus and registration exemption which expires May 13, 2020.

• Issuer must use an online funding portal that is either relying on the start-up registration exemption or is operated by a registered dealer.

• Requires use of an offering document made available via the funding portal.

Start-Up Crowdfunding Blanket Orders - What are the Other Jurisdictions Doing?

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• Issuer group cannot raise more than $250,000 per distribution and no more than 2 start-up crowdfunding distributions per calendar year; but no lifetime maximum raise on issuer.

• No person can invest more than $1,500 per distribution.

• Distribution may remain open for up to a maximum of 90 days.

• Purchasers to receive a contractual right to withdraw their offer to purchase within 48 hours of subscription or any amendment to offering document.

• Indefinite hold period.

• Detailed conditions for funding portals as well.

Start-Up Crowdfunding Blanket Orders - What are the Other Jurisdictions Doing?

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• Available to both reporting issuers and non-reporting issuers BUT ONLY in 5 provinces - MB, ON, QC, NB and NS (the participating provinces).

• Aimed at small investments via an online portal which must be registered as a dealer.

• It is a prospectus exemption only (not registration).

• The issuer must be incorporated or organized in Canada.

• The issuer head office and a majority of its directors must be located in Canada.

• Not available for investment funds.

• Can distribute common shares, non-convertible preference shares, convertible securities, units of LP, flow-through shares.

Multilateral Instrument 45-108 - Crowdfunding- effective January 25, 2016

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• Issuer group can only raise a maximum of $1.5 million in any 12 month period under this exemption.

Multilateral Instrument 45-108 - Issuer Limits

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• Each investor is limited to $2,500 per investment, and in Ontario, limited to $10,000 per calendar year unless they satisfy certain asset and income tests and are then “accredited investors”.

• Accredited investors can then invest up to $25,000 per investment, and in Ontario, up to $50,000 per calendar year.

• In Ontario, “permitted clients” are not subject to any investment limits at all.

Multilateral Instrument 45-108 - Investment Limits

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• Requires the use of an offering document in prescribed form (45-108F1) including:• Financial statements which must be audited if the issuer has completed a

financial year; and• A statement that investors can rescind their investment or sue for damages in

the event of a misrepresentation.• Requires a risk acknowledgment form to be signed by each investor.• No advertising is permitted; issuer can only inform investors of its

intention to distribute securities and direct them to the funding portal.• The offering document can only be posted on the online portal.

Multilateral Instrument 45-108 - Disclosure

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• After completing a distribution, a non-reporting issuer will have to make annual financial statements available to investors within 120 days of its year end together with a description of the use of proceeds; some provinces (i.e. ON) also require that notice of certain other issuer events be provided to investors by a non-reporting issuer (i.e. change of control, change of industry).

• Funding portals also have to meet numerous requirements (no advertising, background checks on issuer/key individuals, comply with all applicable registration requirements).

Multilateral Instrument 45-108 - Disclosure

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The “Nitty Gritty” - Filings

Colleen Cebuliak, Partner

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• Effective May 24, 2016 certain exempt market offering and disclosure filings are required to be made on SEDAR (or if in BC and Ontario, through the website of those commissions).• Filings include the Form 45-106F1 that is required to be filed when a

company issues securities relying on any of the exemptions (except for private issuer) that we have discussed today.

• The Form 45-106F1 changes substantially on June 30, 2016, and we will discuss only the new Form today.

Effective May 24, 2016…everything changed…and will change again June 30, 2016

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• In Ontario: through the Ontario Securities Commission’s Electronic Filing Portal (publicly available on the Commission’s website).

• In British Columbia: through the British Columbia Securities Commission’s BCSC eServices (publicly available on the Commission’s website).

• Elsewhere: through SEDAR. NOT www.sedar.com. • To file on SEDAR, a company either needs to: (a) become a SEDAR

subscriber and make the filing itself or (b) hire a filing agent to make the filing.

How to File

http://www.sedar.com/

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• SEDAR is the software that is used to make all public company continuous and timely disclosure filings in Canada.

• Becoming a SEDAR subscriber (and downloading the software) is free, but there is a cost in time to learn the software and likely a monetary cost to open an electronic data interchange account with a financial institution so that SEDAR filing fees can be paid.

• In the alternative, companies can hire agents. If the law firm you are working with is not a SEDAR agent or seems perplexed as to where you can find one – perhaps it is time for a new law firm.

SEDAR

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• It is useful to companies to be able to file in all jurisdictions except for BC and Ontario with one electronic filing…BUT:

• Please note that what the securities commissions themselves also say (Canadian Securities Administrators Staff Notice 13-323): “Providing exempt market filings in paper format limits their [the securities commissions’] ability to analyze the information in the documents and increases the administrative burden of handling the filings.” [Emphasis added].

• Data mining may provide the securities commissions with more information, which may lead to more investigations.

Why the Change to SEDAR

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Exempt Market Filing Type SEDAR Access Level

Required Filing Format

Form 45-106F1 Report of Exempt Distribution (including the related schedules)

Report of exempt distribution (excluding Schedules 1 and 2) Auto-public PDF*

Schedule 1 of the report of exempt distribution Private non- public XLSX*

Schedule 2 of the report of exempt distribution (intended to be in force on June 30, 2016)

Private non- public XLSX*

What is Filed on SEDAR and who can see it

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Exempt Market Filing Type SEDAR Access Level


Material required to be filed or delivered under section 2.9 Offering memorandum of NI 45-106 Prospectus Exemptions (NI 45-106)

Offering memorandum (OM) Auto-public PDF

OM marketing materials Auto-public PDF

Annual financial statements Private PDF

Notice of use of proceeds Private PDF

Notice of change in year-end Private PDF

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Exempt Market Filing Type SEDAR Access Level2


Material required to be filed or delivered under Start-up Crowdfunding prospectus and registration exemptions

Form 5 Report of Exempt Distribution (excluding Schedule 1) Auto-public PDF*

Schedule 1 of the Report of Exempt Distribution Private non- public

XLSX*

Offering document Auto-public PDF

Material required to be filed or delivered by an issuer under MI 45-108 Crowdfunding

Auto-public PDF

Offering document Auto-public PDF

Other distribution materials Auto-public PDF

Annual financial statements Private PDF

Notice of use of proceeds Private PDF

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• If you are already familiar with the old form, the new form requires quite a bit more information about the company issuing the securities, as well as other information (the following is not a complete list):• Issuer’s most recent previous legal name (if changed in the last 12 months);• NRD number of registrant compensated (if applicable);• Names, titles and locations of directors, executive officers and promoters

[public];• Business email address and telephone number of issuer’s CEO [not public];• Residential addresses of directors, executive officers, promoters and control

persons that are individuals [not public]; and• If promoter or control person is not an individual, then the residential addresses

of its directors and executive officers will also be required [not public].

Form 45-106F1 changes June 30, 2016

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Raising capital: More choices, not easier

Andy Hladyshevsky, Partner

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Questions?

Thank you

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