47. No prospectus is required of a non-reporting issuer where he distributes his securities to not more than 25 subscribers, if the transaction meets the following conditions:
(1) each subscriber is acting for his account;
(2) the securities are distributed only to persons able to evaluate the prospective investment by virtue of their financial experience or of advice received from a registered person other than the promoter, to senior executives of the issuer or of an affiliated company, or to persons associated with such executives;
(3) each transaction is evidenced in writing and the contract contains the provisions prescribed by regulation;
(4) the distribution is completed within 6 months;
(5) the distribution is made without advertisement and without any distribution or promotional expenses apart from professional fees and the remuneration paid to a registered dealer;
(6) the promoter of the transaction, except a registered dealer, has not taken part in a distribution under this exemption within the previous 12 months;
(7) the issuer has never before availed himself of this exemption.
Similarly, no prospectus is required for a subsequent transfer between persons who subscribed for the securities. Nor is it required for transfers to associates of the subscribers, provided the Commission is given five days’ prior notice of the transaction.
Exemption under this section applies only if the Commission agrees thereto or raises no objection within 15 days of receiving an offering memorandum prepared in the form prescribed by regulation which must be transmitted to the prospective purchasers of the securities before the issuer accepts any undertaking from them.
The issuer shall notify the Commission in the form prescribed by regulation within 10 days after conclusion of the distribution.
1982, c. 48, s. 47; 1984, c. 41, s. 14; 1987, c. 40, s. 3.