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Why Is the Exempt Market Flourishing? CANADIAN JANUARY 2012 VOL 2 • ISSUE 1 exempt marketWatch canadianemwatch.com The winds of change Why Is the Exempt Market Flourishing? REVIEW OF ACCREDITED INVESTOR AND MINIMUM AMOUNT PROSPECTUS EXEMPTIONS 2011 in Review: Flow Through Shares Exempt Market News & Announcements In step with market needs At KPMG, we understand the asset management industry. Our integrated teams of Audit, Tax, and Advisory professionals help to provide our clients with an in-depth understanding of the markets in which they operate. Through our varied perspectives, we help our clients navigate the potential challenges and take advantage of new opportunities throughout the fund lifecycle—from value creation to realization. We provide leading professional services within the domestic and offshore alternative investments space, including hedge funds, venture capital funds, private equity funds, commodity pools, and infrastructure funds, and to the advisers who sponsor these investment vehicles. kpmg.ca © 2011 KPMG LLP, a Canadian limited liability partnership and a member fi rm of the KPMG network of independent member fi rms affi liated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. emCANADIAN Watch EXEMPT MARKET PRODUCTS The Exempt Markets are not new. But their continuing growth and success makes them a significant element in contemporary portfolio construction. Canadian-based Exempt Market securities are in the midst of rapid expansion, a trend that shows no signs of slowing. EM providers have a story to tell... investors need to get the whole story. We help Canada’s Exempt Market investors and managers tell the whole story with informed commentary and analysis from the leading professionals themselves. By providing an objective platform, Canadian EM Watch serves both investor and provider alike, bringing the two together in an exchange of news and views with the clear goal of providing more comprehensive and informed perspectives. Canadian EM Watch is the place where both sides meet. The start of a new year always seems to be a perfect time to reflect on what happened over the past 12 months and to look forward to the challenges and opportunities that the next 12 will bring. Our contributors this month provide us with many ideas to contemplate. Most notably on the minds of Exempt Market Issuers is the CSA review of the Accredited Investor and minimum amount prospectus exemptions. Brian Prill, President of the Exempt Market Dealers Association (EMDA), walks us through the various considerations. From the Western Exempt Market Association (WEMA), Craig Skauge, President, provides us with a 2011 summary from Western Canada. During this time of market uncertainty, Stephen Johnston, Co-founder of Agcapita, explains why the exempt market is flourishing while other investment funds are suffering. Steve Elliott, Senior Vice President Western Canada, Mineralfields/Pathway Asset Management, reviews Flow Through Shares and how they fit into portfolios. I thank you for taking the time to read Vol 2 Issue 1 January 2012. We look forward hearing from you – and what you see as the opportunities the new year brings. With many possible changes on the table, we know that this will be an interesting year in the Exempt Markets. Wishing you all the best for 2012. Tony Sanfelice, President Radius Financial Education Canadian Exempt Market Watch is published 4 times per year (Jan, Apr, Jul, Oct) by Radius Financial Education. We welcome articles, suggestions and comments from our readers. All submissions become the property of Canadian EM Watch, which reserves the right to exercise editorial control in accordance with its policies and educational goals. A division of CHW Inc. If you would like to cancel your subscription at any time, please contact: radiusfinancialeducation.com [email protected] January 2012 I canadianemwatch.com 1 Save $400* off the combined price of the Exempt Market Products (EMP) Preparation Seminar and IFSE's EMP Course & Exam (regular combined price is $950) If you have been selling OM products, effective September 28, 2010, National Instrument 31-103 will affect the way you conduct business. Every Exempt Market Dealer is required to complete and pass the IFSE Exempt Market Products (EMP) course and register with one single EMD firm registered in the province(s) you conduct business, in order to sell, trade or promote Exempt Market Products. Radius Financial Education offers their new, up-to-date Exempt Market Products Preparation Course, an IFSE certified 2-day program designed to prepare participants for writing the separate IFSE Exempt Market Products EXAM. EMP Preparation seminars are offered in the following cities: Toronto Calgary Vancouver For further information on Seminar dates in your city, please contact: Michelle Hubenig at 416.306.0151 ext 2224 or [email protected] radiusfinancialeducation.com A PRESENTATION OF *Some limitations may apply, please call for details. JANUARY 2012 CONTENTS 04 The Winds of Change The winds of change blew with the force of a hurricane CANADIAN in the exempt market in 2011. 06 Why Is the Exempt Market Flourishing? Why is the alternative market flourishing while mutual em funds suffer outflows? 08 Watch Review of Accredited Investor and EXEMPT MARKET PRODUCTS Minimum Amount Prospectus Exemptions On November 10, 2011, the Canadian Securities Administrators (the “CSA”) published CSA Staff Consultation Note 45-401 - Review of Minimum Amount and Accredited Investor Exemptions - Public Consultation (“CN 45-401”) 12 2011 in Review: Flow Through Shares 18 Exempt Market News 21 Exempt Market Announcements 22 2012 Calendar of Events 24 Exempt Market Company Listings Editor Art Direction Contributing Writers Contact Information Terry Krotowski Vic Finucci Steve Elliott Canadian Exempt Market Watch Stephen Johnston 20 Toronto St., Suite 820 Sales Director Online Developer Brian Prill Toronto, Ontario M5C 2B8 Tony Sanfelice Ferenc Schneman Craig Skauge tel: 416.306.0151 ext. 2224 Michelle Hubenig Editorial, Media [email protected] & Advertising Michelle Hubenig Subscriptions [email protected] Disclaimer Canadian Exempt Market Watch presents news and information on Canadian exempt market products. The information presented is not to be taken as an endorsement, investment advice or a promotion for the organizations or individuals whose material and information appears in this publication or on the Canadian EM Watch website. The material presented, separate from paid advertisements, is for the sole purpose of providing industry-specific information. As with all areas of financial investing, Canadian EM Watch recommends strongly that readers should exercise due diligence by consulting with their investment advisor or other trusted financial professional before taking any action based upon the information presented within these pages. January 2012 I canadianemwatch.com 3 The winds of change The winds of change blew with the force of a hurricane in the exempt market in 2011. Craig Skauge Board Member Western Exempt Market Association December 31st marked the first full calendar year of the exempt market dealer regime in Western Canada. The changing of the Western exempt market to a more regulated environment with registration requirements had a significant impact on the capital markets in times that are already complex. The additional regulatory and registration requirements slowed the industry down significantly in the first 6 months however by year’s end a number of significant Exempt Market Dealers with Western-based head offices became registered. The four Western provinces are quickly becoming well known as the place to have small to medium amounts of capital raised for a reasonable cost and in a timely fashion. With the lack of the offering memorandum exemption in Ontario, many Exempt Market Dealers and issuers have found capital easier to access in the West where the entire adult population can participate in exempt offerings. Perhaps Ontario will note the efficiency of this tool in the West and take some initial steps to bring it on board in the coming years... 4 2011 had the Western Canadian securities regulators busy monitoring and dialoguing with newly regulated Exempt Market Dealers while concurrently analyzing those individuals bypassing registration and relying on the Northwest Exemption. 2012 will likely see a push for a ranging from equity investments in Hilton branded hotels to the number of parties to ultimately get registered which should set the financing of Hollywood films. 2011 was the year of the United States necessary precedents to clarify who should and shouldn’t have been vulture fund with a new offering in this field popping up monthly. relying on the NW exemption from its inception. Some say the Mayan It will be interesting to see what the product of choice is in 2012. calendar indicates the end of the world in late 2012. While that’s highly unlikely, you can rest assured that 2012 will likely spell the end With the recognition of an ongoing need to communicate with both of an era for those improperly operating without registration. industry and regulatory bodies, a number of significant industry participants joined forces in 2011 and established the Western The entire year had the industry abuzz about pending mergers Exempt Market Association (www.wemaonline.ca) with a goal to between various Exempt Market Dealers to help absorb the costs of balance regulatory efficiency
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