Canadian Securities Regulators propose changes to the accredited investor and minimum amount investment prospectus exemptions

On February 27, 2014, the Canadian Securities Administrators published for comment proposed amendments relating to the accredited investor prospectus exemption and the minimum amount investment prospectus exemption in National Instrument 45-106 Prospectus and Registration Exemptions.
The proposed amendments include, among other things:

• 1. Individual accredited investors unless they have financial asserts over $5 million will be required to complete and sign a new risk acknowledgement form, Form 45-106F9 Risk Acknowledgement Form for Individual Accredited Investors.
  2. Form 45-106F9 describes, in plain language, the categories of individual accredited investor and the protections an investor is renouncing by purchasing under the exemption.
  3. The investor would be required to indicate on the Form 45-106F9 which category of accredited investor they satisfy
  4. Any salesperson or finder, whether registered or not, involved in the trade to the individual investor would be required to complete and sign Form 45-106F9.
  5. Additional guidance will be added to the Companion Policy on the steps issuers should take to verify accredited investor status, including explaining the different tests and asking questions to obtain factual information from purchasers about their income or assets before discussing the investment.
  6. The definition of accredited investor would be amended to include family trusts established by an accredited investor for his or her family, provided the majority of trustees of the family trust are accredited investors.
  7. Issuers will be required to identify the category of accredited investor of each purchaser in the report of exempt distribution (Form 45-106F1 and, in BC, Form 45-106F6).
  8. The OSC will amend the definition of accredited investor to allow fully managed accounts to purchase investment fund securities in Ontario,
  9. The report of trade form (Form 45-106F1 and, in BC, Form 45-106F6) will add the category of accredited investor for each purchaser; updated industry categories; more information on any person being compensated in connection with the distribution, including identifying which purchasers the person was compensated for.

The comment period closes on May 28, 2014.