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Subscription Agreement In French

by Renkema

Issuers considering raising capital in Quebec, whether it is a prospectus offer or an offer exempt from the prospectus requirement, generally question the French translation requirements that could be triggered by such an offer. Below we answer a few frequently asked questions in this regard in the hope of dispelling some common misunderstandings. Under current regulations, however, issuers who have access to Quebec`s capital markets through a prospectus offer must comply with the French translation requirements related to the offer and provide for certain translation delays in their schedules, with exceptions as noted above. If these requirements, and the costs and delays associated with them, are well planned, they should be minimal compared to the benefits of access to additional capital by Quebec`s institutional and retail investors. The most important thing is to remind issuers that after an offer of prospectuses in Quebec, there are no permanent requirements for French translation, if only because of the completion of the offer. . For most private placements involving Quebec investors, issuers are reminded that there are no French translation requirements related to the offer and, subsequently, private placement. The Securities Act (QSA) contains specific provisions that prescribe the translation into French of certain offer documents. In addition, the Charter of Quebec, in French, contains certain general provisions that may apply to documents used in the context of a securities offer in Quebec. Note that the mere distribution of securities in Quebec alone will not constitute a “commercial activity” in Quebec; However, issuers should be aware that commercial activities in Quebec would result in additional Francophone Charter requirements, which are not discussed below.

Are there exceptions to translation requirements? What documents must be translated as part of an exempt offer? Issuers pursuing a prospectus offer in Canada sometimes consider not submitting the prospectus in Quebec, but selling securities to certain quebec investors on a private placement basis at the same time as offering prospectuses, in order to avoid the costs and delays in translating the prospectus (and all documents contained) in French. However, issuers should be aware that, in a 1989 press release, the AMF agent indicated that any attempt to distribute securities to Cash investors without prospectuses in such circumstances constituted an abuse of the exemption for private placement – and that, in these circumstances, AMF Staff would not hesitate to intervene by refusing or issuing a premium for the private placement or issuing a premium for the issuer. protect quebec investors and the integrity of capital markets. Partner, Co-Head, National Capital Markets Practice After becoming a reporting issuer in Quebec by filling out a prospectus offer, do I need to translate my continuous disclosure documents? Is it possible to make a prospectus offer elsewhere in Canada with a simultaneous private placement in Quebec in order to circumvent the French translation requirement? Are there any translation requirements that apply after the end of a private internship?.