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2019-09-05

Regulation to Amend Regulation 51-102 Respecting Continuous Disclosure Obligations

The securities regulator amended Regulation 51-102 to modify the significance tests for business acquisitions under the Continuous Disclosure Obligations framework. The changes raise the standard significance thresholds from 20% to 30% for non-venture issuers and adjust the corresponding thresholds for venture issuers. These amendments redefine when an acquisition is considered significant, thereby altering the reporting requirements for reporting issuers.

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Autorite des marches financiers Quebec

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REGULATION TO AMEND REGULATION 51-102 RESPECTING CONTINUOUS DISCLOSURE OBLIGATIONS Securities Act (chapter V-1.1, s. 331.1, par. (1), (8) and (20))

  1. Section 8.3 of Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V-1.1, r. 24) is amended: (1) by replacing paragraph (1) with the following: “(1) An acquisition of a business or related businesses is a significant acquisition, (a) for a reporting issuer that is not a venture issuer, if the acquisition satisfies 2 or more of the significance tests set out in subsection (2); and (b) for a venture issuer, if the acquisition satisfies either of the significance tests set out in paragraphs (2)(a) or (b) if “30%” is read as “100%”.”; (2) by replacing, in subparagraphs (a), (b) and (c) of paragraph (2), “20%” with “30%”; (3) in paragraph (3): (a) by replacing, in the text preceding subparagraph (a), “Despite subsection (1), if” with the word “If”; (b) by replacing, in subparagraph (b), “20%” with “30%”; (4) by replacing, in subparagraphs (a), (b) and (c) of paragraph (4), “20%” with “30%”; (5) by replacing paragraph (5) with the following: “(5) Despite subsection (1) and for the purposes of subsection (3), an acquisition of a business or related businesses is not a significant acquisition, (a) for a reporting issuer that is not a venture issuer, if the acquisition does not satisfy at least 2 of the optional significance tests under subsection (4); or (b) for a venture issuer, if the acquisition does not satisfy the optional significance tests set out in paragraphs (4) (a) and (b) if “30%” is read as “100%”.”.
  2. This Regulation comes into force on (indicate here the date of coming into force of this Regulation).
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