General Ruling/Order 45-916 Exemption for Solicitations of
Expressions of Interest
On
April 21, 2006 the Canadian Securities Administrators (CSA)
published CSA Staff
Notice 47-302 Pre-marketing of underwriters’ options on bought
deals. The notice indicates that the exemption in Part 7
of National Instrument 44-101 Short Form Prospectus
Distributions does not extend to the pre-marketing of
securities underlying post-closing over-allotment options, also
known as greenshoe options. The notice also indicated a
willingness to consider relief to permit pre-marketing of
securities underlying an over-allotment option in appropriate
cases.
On
May 25, 2006 the Director of the Commission’s Securities Division
issued General Ruling/Order
45-916 Exemption for Solicitations of Expressions of Interest
(“GRO 45-916”). GRO 45-916 grants blanket relief to permit
solicitations of expressions of interest before the filing of a
prospectus for securities to be issued pursuant to over-allotment
options, on specified conditions.
The
Commission understands that other members of the CSA will provide
similar relief, either by blanket order or (in the case of the
Ontario Securities Commission) case by case.
