3509. Premarketing

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    1. In subsections 3509(2), 3509(4) and 3509(5), an “informed personrefers to any employee or Approved Person of a Dealer Member who:

      1. participated in or had actual knowledge of the distribution discussions, or

      2. acts on information provided by or is directed by, induced by, or otherwise receives suggestions from a person who directly or indirectly participated in or had actual knowledge of the distribution  discussions.

    2. An informed person must not solicit expressions of interest from the public, in the type of securities subject to distribution discussions, from the commencement of distribution discussions until the earliest of:  

      1. the issuance of a receipt for the preliminary prospectus,

      2. a press release issued and filed in accordance with applicable laws, announcing the signing of an enforceable agreement in respect of the potential distribution, and

      3. the Dealer Member deciding not to pursue the potential distribution.

    3. For the purpose of clause 3509(2)(ii), a press release will be deemed to have been issued when it is released to a news distribution service for distribution and will be deemed to have been filed when delivered or sent to the relevant provincial securities regulatory authority, in accordance with securities laws.

    4. An informed person must not engage, direct, suggest or induce another informed person to engage in market making or other principal trading activities in securities that are the subject of distribution discussions. 

    5. Where a Dealer Member and issuer or selling security-holder can show a bona fide intention to distribute the equity securities pursuant to a prospectus exemption:

      1. the Dealer Member including the informed person will not be subject to the restrictions in subsection 3509(2),

      2. notwithstanding clause 3509(5)(i), the restrictions in subsection 3509(2) will apply from the time it is reasonable to expect that a decision to abandon an exempt offering of equity securities in favor of a prospectus offering will be taken.

    6. A Dealer Member involved in a distribution as an underwriter must:

      1. maintain policies and procedures that specifically address compliance with the obligations under section 3509, and 

      2. monitor the Dealer Member, its employees and Approved Persons compliance with these policies and procedures.

    3510. - 3599.  Reserved.

    There is no history log for this rule.

    There is no history log for this rule.