Regular Disclosure – Securities Regulation

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Reasoning: the securities of reporting issuers are traded in markets in which some potential investors will need to know the information that must be disclosed.

o Thus, reporting v. non-reporting distinguishes between issuers whose securities are sold to those presumed to need to know and those who do not.

o Key feature of a reporting issuer is that it is an issuer that has issued securities under a prospectus in the province.

      1. Application to Reporting Issuers

Section 1(1) of the OSA: Reporting Issuer “reporting issuer” means an issuer,

  • (a) that has issued voting securities on or after the 1st day of May, 1967 in respect of which a prospectus was filed and a receipt therefor obtained under a predecessor of this Act or in respect of which a securities exchange take-over bid circular was filed under a predecessor of this Act,
  • (b) that has filed a prospectus and for which the Director has issued a receipt under this Act,
  • (b.1) that has filed a securities exchange take-over bid circular under this Act before December 14, 1999,
  • (c) any of whose securities have been at any time since the 15th day of September, 1979 listed and posted for trading on any exchange in Ontario recognized by the Commission, regardless of when such listing and posting for trading commenced,
  • (d) to which the Business Corporations Act applies and which, for the purposes of that Act, is offering its securities to the public,
  • (e) that is the company whose existence continues following the exchange of securities of a company by or for the account of such company with another company or the holders of the securities of that other company in connection with,

o (i) a statutory amalgamation or arrangement, or

o (ii) a statutory procedure under which one company takes title to the assets of the other company that in turn loses its existence by operation of law, or under which the existing companies merge into a new company, where one of the amalgamating or merged companies or the continuing company has been a reporting issuer for at least twelve months, or

  • (f) that is designated as a reporting issuer in an order made under subsection 1 (11); (“emetteur assujetti”)
      1. Obligation to File Financial Statements
        1. ANNUAL – Section 4.1

Every company must prepare annual, audited comparative financial statements within 90 days of the end of the fiscal year

        1. INTERIM – Section 4.3(1) of NI51-102

An issuer must file cumulative, comparative financial reports for each interim period ending after it became a reporting issuer, and 4.4(a)(i) the filing must be completed on or before the 45th day after the end of the interim period in a non-foreign jurisdiction (must file every 3, 5, and 9 months) (note: not audited)

  • Section 80 of the OSA: exemptions in particular circumstances from financial requirements (we don’t need to know them)

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