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.
REGULATION TO AMEND REGULATION 51-102 RESPECTING CONTINUOUS
DISCLOSURE OBLIGATIONS
Securities Act
(chapter V-1.1, s. 331.1, par. (1), (8) and (20))
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%”.”.
This Regulation comes into force on (indicate here the date of coming into force of this
Regulation).