The CSA yesterday issued a new version of CSA Staff Notice 12-307, which sets out guidance on coordinated review applications made under NP 11-203 for a decision that an issuer is not a reporting issuer. The notice covers such topics as: (i) applying for a decision under a simplified procedure; (ii) applying for a decision where an issuer is not eligible to use a simplified procedure; (iii) describing the decision sought in an application in a way that addresses legislative differences between jurisdictions; (iv) applying for a decision in the case of foreign issuers with a small securityholder presence in Canada; and (v) the procedure for dissolved issuers.
Notably, the amended notice now clarifies that the simplified procedure for coordinated review applications is only available to issuers whose securities, including debt securities, are not traded on a marketplace in Canada or in another country and expands the restriction to include any other facility for bringing together buyers and sellers of securities where trading data is publicly reported. Meanwhile, the notice now also states that the simplified procedure and the modified approach are not available to "OTC reporting issuers", as defined in Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets (and as discussed in our June post).
Further, the notice reminds issuers that a decision obtained under a coordinated review applications is only applicable for the purposes of securities legislation. Depending on the jurisdiction, an issuer may also have to make a separate application under the business corporations legislation under which it was incorporated, continued or amalgamated for an order that it is no longer a public company.
The OSC has also issued its own staff notice with regards to applications made to the OSC only .
For more information, see CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer and OSC Staff Notice 12-703 Applications for a Decision that an Issuer is not a Reporting Issuer.