The Portfolio Management Association of Canada (PMAC), through its Industry, Regulation & Tax Committee, is pleased to have the opportunity to submit the following comments regarding CSA Notice and Request for Comment – Proposed Amendments to National Instrument 51-102 – Continuous Disclosure Obligations and Changes to Certain Policies Related to the Business Acquisition Report Requirements (the Consultation or the Proposed Amendments).
PMAC represents over 275 investment management firms registered to do business in Canada as portfolio managers. In addition to this primary registration, most of our members are also registered as investment fund managers and/or exempt market dealers. PMAC’s members encompass both large and small firms managing total assets in excess of $2.7 trillion for institutional and private client portfolios.
PMAC supports burden reduction efforts that that do not compromise investor protection.
PMAC acknowledges that business acquisition reports (BARs), which are required to be completed by reporting issuers (other than investment fund issuers) in certain circumstances, represent an important source of information for portfolio managers that assist them in making informed investment decisions on behalf of their clients, in that regard, PMAC:
- Supports the Proposed Amendment to alter the determination of significance for reporting issuers that are not venture issuers, such that an acquisition of a business is considered a significant acquisition if the result from any two of the three significance tests exceeds 20% (modified from a single test); and
- Does not support the Proposed Amendment to increase the significance test threshold for reporting issuers that are not venture issuers from 20% to 30%.
Our rationale is set out further below.