1 [Repealed, SOR/2001-419, s. 2]

Interpretation

2 In these Regulations, "Act" means the Trust and Loan Companies Act. (Loi)

Exemptions from Prospectus Requirements

3 Sections 278, 279 and 281 to 287 of the Act do not apply in respect of a distribution

• (a) outside Canada or to persons residing outside Canada;

• (b) that consists solely of trades made between a company, or a person or group of persons referred to in paragraph 278(3)(b) of the Act, and not more than 25 persons, where the trades result in not more than 25 persons being beneficial owners of the securities so traded;

• (c) that consists of a trade or trades made in the course of

  • (i) a transaction under which a company acquires ownership of the assets of an entity that in turn ceases to exist, or

  • (ii) an amalgamation by a company with one or more other bodies corporate;

• (d) that is in the form of

  • (i) a share issued as a share dividend,

  • (ii) shares issued to shareholders of a company pursuant to the exercise of a pre-emptive right referred to in section 71 of the Act,

  • (iii) shares issued to shareholders of a company pursuant to the exercise of a right to purchase additional shares of the company,

  • (iv) shares issued as a result of the exercise of options or rights granted to directors, officers or employees of a company, or

  • (v) any other securities transferred or issued through the exercise by a person of a right to purchase, convert or exchange shares;

• (e) in respect of which no prospectus is required to be filed under the laws of, or under a policy or practice in effect in, the province in which the distribution is to be made;

• (f) that is made by a former-Act company referred to in paragraph 280(1)(f) of the Act, where the distribution is made only to the shareholders of the former-Act company; or

• (g) that is made in accordance with a short form prospectus system under the laws of, or under a policy or practice in effect in, the province in which the distribution is to be made.

  • SOR/2001-419, s. 3

4 When a company or other person applies to the Superintendent under section 281 of the Act for the exemption of a proposed distribution from the application of sections 278, 279 and 282 to 287 of the Act, the company or other person must send the Superintendent a copy of all information that is required to be provided to the authority charged with the administration of the laws, policy or practice regarding distributions in the jurisdiction in which the distribution is to be made.