General Ruling/Order 51-909
Waiver Of Continuous Disclosure Requirements For Issuers That Have
Made Offerings Under The Qualified Investor Exemption
On August 26, 2005 the Director granted
General Ruling/Order
51-909 Waiver of Continuous Disclosure Requirements For Issuers
That Have Made Offerings Under The Qualified Investor Exemption.
(“GRO 51-909”). GRO 51-909 relieves issuers that are subject
to continuous disclosure requirements because they have made
offerings made under clauses 39(1)(u) and 81(1)(s) (the “Qualified
Investor Exemption”) of The Securities Act, 1988 (the
“Act”) from these requirements. GRO 51-909 is effective as of May
18, 2004.
This means that these issuers will no longer have to file
continuous disclosure information with the Commission or forward
such information to their security holders under the Act. These
issuers will still be required to comply with the provisions of
their incorporating legislation such as The Business
Corporations Act (Saskatchewan) and The Partnership Act
(Saskatchewan) with respect to disclosure of financial information
to their security holders.
GRO 51-909 does not extend to issuers that have made offerings
under decisions made under section 66 and 21 of The Securities
Act (the “Old Act”). The circumstances of the offerings made
under these orders are not uniform. It is therefore not
appropriate to give a blanket exemption from any continuous
disclosure requirements that the orders may contain. If issuers
are subject to continuous disclosure requirements under these
orders, they may make applications for relief.
GRO 51-909 also does not grant relief to issuers that are subject
to continuous disclosure obligations in rulings under Saskatchewan
Policy Statement 45-601 Community Ventures - Section 83 Rulings.
This is because under GRO
45-906
Community Venture Resale Restrictions provides that
the securities of these issuers become freely tradable after two
years of filing continuous disclosure information and forwarding
it to security holders. Because there may be a market for these
securities, relief from continuous disclosure requirements would
not be appropriate.
August 26,
2005
Contact:
Dean Murrison
Deputy Director, Legal/Registration
Securities Division
Saskatchewan Financial Services Commission
(306) 787-585879
dmurrison@sfsc.gov.sk.ca
