On June 25, 2015, the Ontario Securities Commission (OSC) issued a notice of amendments that extends the limited relief granted in 2013 from most of the requirements that called for a Canadian private placement supplement, or wrapper, for selling securities of non-Canadian issuers into Canada.

On April 23, 2013, the Ontario Securities Commission, on behalf of all Canadian securities regulators, issued an exemptive relief order and provided an additional permission as well as an advisory letter (collectively, the Order) exempting named Canadian and foreign broker-dealers (and their affiliates) from having to provide wrapper disclosure in connection with certain private placements. Prior to the order, an offering of securities to Canadian purchasers under an exemption from local prospectus requirements obligated certain prescribed Canadian disclosure to be included in the offering document or provided as a separate wrapper to the offering document. The Order provided that this disclosure was no longer required provided certain conditions were fulfilled. If the conditions were satisfied, securities could be distributed in Canada with no Canadian required disclosure. The Order took effect on June 22, 2013. To learn more, see Legal Update, Canadian Securities Regulators Grant Exemptions from Wrapper Requirements.

The June 25, 2015 amendments extend similar relief to place all market participants in the same position as those named in the Order, provided certain conditions are fulfilled. The amendments will apply only to offerings to sophisticated investors in Ontario, but certain other Canadian Securities Administrators are also planning to implement similar amendments.

The amendments require the approval of the Minister of Finance and are expected to take effect on September 8, 2015 if the Minister of Finance approves them or does not take any further action by August 24, 2015.