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Corporate
Finance
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Corporate Finance Branch
Functions
Investor Information
Continuous Disclosure Cease Trade Orders
Corporate Financings
Exemptions
Prospectus
Reporting Issuer Status
Prospectus Forms
Alternatives Available
Long Form Prospectus
Short Form Prospectus
Related Instruments, Policies and General Rulings/Orders
Reporting Issuer
Requirements
Frequently Asked Questions
Filing Documents
Public
Access to Continuous Disclosure Filings
Reporting
Issuer Search / Issuers in Default
Fees
Continuous
Disclosure Review Program
Specific Issue-Oriented
Reviews
Issuers in Default
National CTO Database
Continuous
Disclosure Cease Trade Orders
Insider Reporting
Requirements
Investor Information
The following brochures have basic information about investing:
The Basics of Investing - Outlines some basic investing
concepts that you need to know to develop an investment strategy
that meets your financial goals.
The Prospectus - Being Informed is Being Protected - Outlines
how to review a prospectus to evaluate an investment opportunity.
Mutual Funds - What You Need to Know - Contains basic
information about mutual funds.
Corporate Financings
Companies wishing to raise capital by selling securities to the
public must first decide if they want the securities to be freely
tradable. If they are freely tradable, investors will be able to
resell the securities they purchase without any
restrictions.
Exemptions
Companies that are prepared to sell securities with resale
restrictions should refer to the
Exemption section of this website for information about using
exemptions to raise capital. Securities sold under exemptions have hold
periods, and are not freely tradable.
Prospectus
If a company wants to sell securities that will be freely tradable, the
company must prepare a prospectus. A prospectus is a disclosure
document that provides full, true, and plain disclosure of all
material facts relating the securities offered. A potential
investor, after reading a prospectus, should be able to make an
informed investment decision. Prospectuses must be filed with the
Securities Division for review, before they are distributed to
potential investors. Once the review process has concluded, the
staff will issue a receipt for the prospectus. An issuer is then
able to complete sales of securities to investors.
For more
information about raising capital by a prospectus offering, see Part
IX of
Securities Regulation in Saskatchewan.
Reporting Issuer Status
On receiving a receipt for a prospectus, a company becomes a
reporting issuer under
Saskatchewan
securities laws. A reporting issuer has ongoing reporting
requirements with the Securities Division and its security holders.
Information about these continuous requirements is found under
the section
Reporting Issuer Requirements.
Prospectus
Form Alternatives Available
Companies preparing a prospectus may select from different forms of prospectuses.
Long Form Prospectus
If a company is making an initial public offering of its
securities, the company will have to prepare a long form
prospectus. Companies have two alternatives for preparing a
long form prospectus.
1.
If
the offering is to be made only in Saskatchewan, the company should
refer to the requirements outlined in:
a.
Part XI – Prospectus Distributions of
The Securities Act, 1988,
b.
Part VII – Prospectus Distribution of
The Securities Regulations,
and
c.
the relevant prospectus Forms, also found in The Securities
Regulations.
·
Form 13 - Information Required in
Prospectus of Industrial Company
·
Form 14 - Information Required in
Prospectus of Finance Company
·
Form 15 - Information Required in
Prospectus of a Natural Resource Company
·
Form 16 – Information Required in
Prospectus of a Mutual Fund.
Note that a company
offering securities only in Saskatchewan may also use alternative 2
noted below.
2.
If
the offering is to made in more than one province, companies should
refer to General Ruling/Order 41-901
Use of Prospectus Complying with OSC Rule 41-501 General
Prospectus Requirements. This GRO permits companies to
prepare their prospectus in accordance with Ontario Securities
Commission Rule 41-501. This Rule prescribes requirements for a
prospectus that differ from the requirements noted in 1. above.
The advantage of this alternative is that securities regulators in
other provinces will accept a prospectus prepared in accordance with
OSC Rule 41-501. Otherwise, a company must comply with the individual
prospectus requirements of each province that the company intends to
sell securities in. Refer to the Ontario Securities Commission Web
site for more information about
OSC Rule 41-501.
Short Form Prospectus
If a company has already made an initial offering of its securities, it may be able to use
the short form prospectus. The use of the short form
prospectus is elective.
National Instrument 44-101
Short Form Prospectus Distributions sets out the
requirements.
Related
Instruments, Policies, and General Ruling/Orders
There are a number of related instruments, policies, and general
ruling/orders that companies need to be aware of when preparing a prospectus. These are arranged by categories as follows:
Reporting Issuer
Requirements
On receiving a receipt for a prospectus, a company becomes a
reporting issuer under
Saskatchewan
securities laws. A company may also become a reporting issuer as a
result of other securities transactions such as take over bids,
amalgamations, or mergers. Please refer to the definition of
“reporting issuer” in the Act for the complete definition. A
reporting issuer has ongoing requirements to report to the
Securities Division and its security holders.
These continuous
disclosure requirements are outlined in the national instruments and policies
listed below.
Frequently
Asked Questions
These staff notices provide answers to common questions about specific National Instruments:
Filing
Documents with the Corporate Finance Branch
National Instrument 13-101 System for Electronic Document
Analysis and Retrieval (SEDAR) requires companies to file prospectus filings and continuous disclosure
material on SEDAR. SEDAR is an electronic filing and database.
Public
Access to Continuous Disclosure Filings
The public has access to prospectuses and continuous disclosure information
filed on SEDAR at
www.sedar.com
Reporting
Issuer Search / Issuers in Default
Reporting Issuer Search
allows you to search our database to determine if a company is a
reporting issuer in Saskatchewan.
This search allows you to search by specific company name, or
alphabetically. If the company is a reporting issuer in
Saskatchewan, the table will provide the date it became a reporting
issuer, whether the company is in default of its filing
requirements, and whether the company is subject to a cease trade
order and date of the order. By accessing the “Yes” under In
Default, the system will provide you with a specific list of default
items for the specific issuer.
Fees
Fees for the filing of corporate finance documents are set out in
Appendix A Table 1 to
The Securities Regulations. This table
outlines fees required to be submitted with the filing of the
following:
Continuous Disclosure
Review Program
The staff of the Canadian Securities Administrators have established
a continuous disclosure review program with a view to
improving the completeness, quality and timeliness of continuous
disclosure by reporting issuers in
Canada.
CSA Notice 51-312 Harmonized
Continuous Disclosure Review Program gives
information about the program.
Specific Issue
Oriented Reviews
As part of the harmonized continuous disclosure review program,
specific issue oriented reviews are conducted from time to time.
The following
notices gives information
about the results of these specific issue oriented reviews:
CSA Notice 51-310 Report on
Staff’s Continuous Disclosure Review of Income Trust Issuers
CSA Notice 51-316 Continuous
Disclosure Review of Smaller Issuers
CSA Notice
52-312 Audit Committee Compliance Review
Issuers in Default
CSA Notice 57-301 Failing to
File Financial Statements on Time – Management Cease Trade Orders
sets out information relating to issuers in default, cease
trade orders, and management cease trade orders.
Local Policy 51-601 Reporting
Issuers in Default
outlines how the Commission determines
whether a reporting issuer is in default. It also outlines how
to access the Commission's list of reporting issuers to determine if
a reporting issuer is in default.
CSA Notice 51-322 Reporting
Issuer Defaults sets out the deficiencies that will result
in a reporting issuer being noted in default of securities laws.
Continuous
Disclosure Cease Trade Orders
Continuous Disclosure
Cease Trade Orders sets out a list of issuers that are subject to cease
trade orders for continuous disclosure filing
deficiencies.
Insider Reporting
Requirements
Part XIV of
Securities Regulation in Saskatchewan gives information about
insider reporting requirements.
CSA Notice 55-308 Questions
on Insider Reporting
also
gives general information.
The following are related national
instruments:
National Instrument 55-101 Insider Reporting Exemptions
National Instrument 55-102 System for Electronic Disclosure by
Insiders (SEDI)
Multilateral Instrument 55-103 Insider Reporting for Certain
Derivative Transactions (Equity Monetization)
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