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EMDA Survey: New Capital Raising Prospectus Exemptions

Thank you for your participation. Your feedback is greatly appreciated.

Since 2002, the EMDA has been the leading national voice for the exempt market. The EMDA monitors key issues affecting the exempt market and frequently submits written submissions to securities regulators as part of its advocacy initiatives. We believe that a strong national voice for all exempt market participants is critical to the success of the Canadian capital markets.

To see previous EMDA comment letters please visit our website here.

Survey Results: EMDA Survey: New Capital Raising Prospectus Exemptions


Question:

1. Please indicate in what province you reside in:
  • A. BC (7 out of 67)
  • B. AB (16 out of 67)
  • C. SK (0 out of 67)
  • D. MB (1 out of 67)
  • E. ON (43 out of 67)
  • F. PQ (0 out of 67)
  • G. NB (0 out of 67)
  • H. PEI (0 out of 67)
  • I. NS (0 out of 67)
  • J. NFLD (0 out of 67)

Question:

2. Please select a stakeholder category that best represents your survey responses. Select one or more, if applicable.
  • A. Exempt market dealer (30 out of 67)
  • B. Mutual fund dealer (1 out of 67)
  • C. Investment dealer (2 out of 67)
  • D. Portfolio manager (8 out of 67)
  • E. Issuer (16 out of 67)
  • F. Accredited investor (9 out of 67)
  • G. Non-Accredited Investor (public) (4 out of 67)
  • H. Potential Crowdfunding portal (5 out of 67)
  • I. Potential Crowdfunding service provider (7 out of 67)
  • J. Other (15 out of 67)

Question:

QUESTIONS BASED ON A RELATIONSHIP WITH THE ISSUER

3. Should the OSC consider re-introducing the closely-held issuer exemption?

  • A. Yes (56 out of 67)
  • B. No (11 out of 67)

Question:

4. Should the OSC consider adopting a family, friends and business associates exemption as set out in s. 2.5 of National Instrument 45-106?  This exemption is presently unavailable in Ontario.

  • A. Yes (65 out of 67)
  • B. No (2 out of 67)

Question:

QUESTIONS ON A PROPOSED CROWDFUNDING EXEMPTION
 
General Questions

5. Should Canada adopt a Crowdfunding exemption under applicable securities laws?
  • A. Yes (59 out of 67)
  • B. No (8 out of 67)

Question:

6. Should a Crowdfunding exemption be approved on a trial or limited basis at first?
  • A. Yes (31 out of 67)
  • B. No (36 out of 67)

Question:

Investor Protection Questions

7. Should investors be limited on the amount of capital they can invest in any 12-month period (i.e., annual investment limit)? If yes, what is the maximum amount of capital an investor should be able to invest in any 12-month period?
  • A. $0 - $2,000 (1 out of 67)
  • B. $2,001 - $5,000 (9 out of 67)
  • C. $5,001 - $10,000 (5 out of 67)
  • D. $10,001 - $15,000 (4 out of 67)
  • E. $15,001 or more (4 out of 67)
  • F. No, investors should not be limited on the amount of capital they can invest in any 12-month period. (45 out of 67)

Question:

8. Should investors be limited on the amount of their annual investment capital they can invest in any one Crowdfunding issuer in any 12-month period?
  • A. Yes, up to 25% (19 out of 67)
  • B. Yes, up to 50% (2 out of 67)
  • C. Yes, up to 75% (1 out of 67)
  • D. No, investors should not be limited to a certain percentage per any one Crowdfunding issuer. (45 out of 67)

Question:

Issuer Questions

9. What is the aggregate amount of capital that an issuer should be able to raise in any 12-month period?
  • A. $0 - $500,000 (3 out of 67)
  • B. $500,001 - $1,000,000 (7 out of 67)
  • C. $1,000,001 - $1,500,000 (4 out of 67)
  • D. $1,500,001 - $2,000,000 (6 out of 67)
  • E. $2,000,001 - $2,500,000 (4 out of 67)
  • F. $2,500,001 - $3,000,000 (4 out of 67)
  • G. No limit (41 out of 67)

Question:

10. Should issuers who raise capital in Canada be required to spend the proceeds of the capital raised in Canada?
  • A. Strongly Disagree (15 out of 67)
  • B. Disagree (16 out of 67)
  • C. Undecided (15 out of 67)
  • D. Agree (12 out of 67)
  • E. Strongly Agree (9 out of 67)

Question:

11. Should Crowdfunding securities be free-trading securities after a period of time? If yes, when should they be eligible for secondary market trading?
  • A. After 12 months (26 out of 67)
  • B. After 18 months (1 out of 67)
  • C. After 24 months (11 out of 67)
  • D. After 36 months (11 out of 67)
  • E. No, Crowdfunding securities should not be free-trading securities after a period of time. (18 out of 67)

Question:

12. Should an issuer be allowed to raise capital under the proposed Crowdfunding prospectus exemption and, at the same time, under any other prospectus exemptions under Canadian securities law?
  • A. Yes (56 out of 67)
  • B. No (11 out of 67)

Question:

13. Should an issuer always be required to provide audited financial statements in connection with any Crowdfunding offering? If yes, please select an appropriate threshold where audited financial statements should be required?
  • A. $500,000 or more (22 out of 67)
  • B. $1,000,000 or more (15 out of 67)
  • C. $1,500,000 or more (0 out of 67)
  • D. $2,000,000 or more (1 out of 67)
  • E. $2,500,000 or more (10 out of 67)
  • F. No, issuer should not be always required to provide audited financial statements in connection with any Crowdfunding offering. (19 out of 67)

Question:

14. Should issuers be required to provide ongoing disclosure to investors after a Crowdfunding offering is completed?
  • A. Yes (60 out of 67)
  • B. No (7 out of 67)

Question:

QUESTIONS ON A PROPOSED CROWDFUNDING EXEMPTION

Portal Questions


15. Should Canadian securities regulators allow investments through a portal (i.e., selling securities through the internet) whether through a Crowdfunding exemption or other prospectus exemption under applicable securities laws?
  • A. Yes (54 out of 67)
  • B. No (13 out of 67)

Question:

16. A portal should be required to certify (and incur liability if it is wrong) that to the best of its knowledge, information and belief, there are no misrepresentations in any document or information posted by an issuer on the portal’s website in connection with an offering by an issuer including, but not limited to: (a) any statement in any offering document; and (b) any oral statement in any video posted on the portal’s website in connection with the offering.
  • A. Strongly Disagree (14 out of 67)
  • B. Disagree (9 out of 67)
  • C. Undecided (7 out of 67)
  • D. Agree (13 out of 67)
  • E. Strongly Agree (24 out of 67)

Question:

QUESTIONS ON THE OFFERING MEMORANDUM PROSPECTUS EXEMPTION

17. Should Ontario adopt a form of OM exemption? Please tick the appropriate box below.
  • A. Yes, as adopted by British Columbia and certain other Canadian jurisdictions that require, among other things, a prescribed OM and investor risk acknowledgement form for any amount of investment by the public (see s. 2.9(1) of NI 45-106). (19 out of 67)
  • B. Yes, as adopted by Alberta and certain other Canadian jurisdictions that require, among other things, a prescribed OM and investor risk acknowledgement form for any investment by the public up to $10,000. Investments greater than $10,000 can only be made by ‘eligible investors’. (see s. 2.9(2) of NI 45-106). (32 out of 67)
  • C. Yes, as proposed by the OSC in its Crowdfunding/OM exemption where the only difference is that there is no portal and registrant involvement (assuming there is no requirement to register) under the OM exemption. (8 out of 67)
  • D. Undecided (8 out of 67)
  • E. No, Ontario should not adopt a form of OM exemption (0 out of 67)

Question:

18. Should the Canadian securities regulators adopt a nationalized and harmonized OM exemption (the same across all Canadian jurisdictions)?
  • A. Yes (62 out of 67)
  • B. No (5 out of 67)

Question:

19. Should there be any monetary limits on this exemption (e.g., aggregate annual investment limit on investors or issuers)?
  • A. Yes (14 out of 67)
  • B. No (53 out of 67)

Question:

20. Should there be any restrictions on the type of security that could be purchased? For example, should this exemption be available for purchases of securities of investment funds, limited partnership interests or complex products (including securitized products and derivatives)?
  • A. Yes (26 out of 67)
  • B. No (41 out of 67)

Question:

21. Should a purchaser be required to receive investment advice from an EMD or other investment advisor in order to rely on this exemption?
  • A. Yes (35 out of 67)
  • B. No (32 out of 67)

Question:

22. Should OMs be publicly posted as a condition of the OM exemption (e.g., on an issuer’s website or on a central website (i.e., SEDAR-like database))?
  • A. Yes (59 out of 67)
  • B. No (8 out of 67)

Question:

Certain CSA members have adopted exemption orders providing relief from the requirement to obtain an audit on financial statements and other financial information and the requirement for financial statements to be prepared using Canadian GAAP applicable to publicly accountable enterprises (IFRS) in connection with the OM exemption under s. 2.9 of National Instrument 45-106 (the OM exemption order). It is suggested that this is a form of Crowdfunding exemption for Canada.  The question below relates to these changes.

23. Should there be a nationalized and harmonized Crowdfunding framework in Canada?
  • A. Yes (57 out of 67)
  • B. No (10 out of 67)

Question:

24. Should a proposed Crowdfunding framework in Canada be based on the Ontario concept proposal?
  • A. Yes (31 out of 67)
  • B. No (36 out of 67)

Question:

25. Should a proposed Crowdfunding framework in Canada be based on the OM exemption and reduced disclosure requirements (i.e. Form 45-106F2) to the existing OM exemption under s. 2.9 of National Instrument 45-106?
  • A. Yes (53 out of 67)
  • B. No (14 out of 67)

Question:

QUESTIONS ON PROSPECTUS EXEMPTION BASED ON ADVICE FROM A REGISTRANT

26. Should the OSC consider a new prospectus exemption based on advice provided by a registrant?
  • A. Yes (49 out of 67)
  • B. No (18 out of 67)

Question:

27. Should EMDs (including its dealing representatives) be excluded from providing advice under this exemption as currently contemplated?
  • A. Yes (18 out of 67)
  • B. No (49 out of 67)

Question:

28. Do you believe this proposed prospectus exemption will be widely used?
  • A. Yes (44 out of 67)
  • B. No (23 out of 67)

Question:

29. Should the existing managed account exemption be expanded in Ontario to permit purchase of securities of investment funds?
  • A. Yes (57 out of 67)
  • B. No (10 out of 67)

Question:

QUESTIONS ON SOPHISTICATED INVESTOR PROSPECTUS EXEMPTION

30. Do you believe this exemption would be materially useful for issuers in raising capital?
  • A. Yes (49 out of 67)
  • B. No (18 out of 67)
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