One way to spend your time during February’s extra day is considering whether your offering memoranda continue to comply with regulatory requirements. As noted in our bulletin entitled Don’t Stay Away too Long – Revised Guidance Published for Issuers Relying on the Offering Memorandum Prospectus Exemption, an offering memorandum that is used in connection with the offering memorandum exemption must comply with all specified requirements (including the requisite updated financial statements) when it is prepared, delivered to prospective purchasers and when the issuer accepts an agreement to purchase securities. Updating an offering memorandum usually involves reviewing the entire document, with particular attention being given as applicable to the disclosure in Schedule 1 (Additional Disclosure Requirements for an Issuer Engaged in Real Estate Activities), and/or Schedule 2 (Additional Disclosure Requirements for an Issuer that is a Collective Investment Vehicle). Other sections that frequently require updating include Item 2.3 – Development of Business, Item 3.1 – Compensation and Securities Held, Item 5 – Securities Offered, Item 8 – Income Tax Consequences and RRSP Eligibility, and Item 10 – Risk Factors (amongst others), as well as potentially a new date and certificate for the document. Please contact us if you have any questions.
February 29, 2024