Report of Distributions outside of Canada (Form 72-503F)

Report of Distribution Outside of Canada (Form 72-503F)

What is Form 72-503F Report of Distributions outside of Canada (Form 72-503F) and in which jurisdictions does it apply?

Form 72-503F only applies in Ontario and it is used by issuers to report distributions when relying on an exemption in OSC Rule 72-503 Distributions Outside Canada. However, issuers that are filing under OSC Rule 72-503 do not necessarily have to use Form 72-503F. Click on the link ‘Do I have to use Form 72-503F if I am filing under OSC Rule 72-503?’ for more information.

In British Columbia, issuers that rely on an exemption in BC Instrument 72-503 Distribution of Securities outside British Columbia report their distributions using Form 45-106F1 Report of Exempt Distribution.

Section 3 of BCI 72-503 allows a BC issuer to conduct private placements outside BC.  Select “Distribution to purchasers outside of local jurisdiction (BC, AB, NB)” in Item 7f of the Form 45-106F1 and Schedule 1 when relying on this exemption in BC.

Section 4 of BCI 72-503 allows a BC issuer to conduct public offerings outside BC.  If the issuer is not a reporting issuer in BC, it is required to file a Form 45-106F1 when relying on this exemption in BC. This exemption does not require the completion of a Schedule 1.  To ensure the correct filing is made, the filer must select “Create report of exempt distribution (Form 45-106F1) relying on British Columbia local rule BCI 72-503 section 4 (Foreign public offering)” in SEDAR+. 

Do I have to use Form 72-503F if I’m filing under OSC Rule 72-503?

No.  If you are an issuer other than an investment fund relying on a prospectus exemption in OSC Rule 72-503, OSC Staff would not object to you filing a Form 45-106F1 instead of a Form 72-503F provided (a) you complete Form 45-106F1 within the time frame required for the filing of that form, (b) the Form 45-106F1 includes the information that would otherwise be required in Form 72-503F, (c) Form 45-106F1 is completed in its entirety (including the schedules), and (d) you pay the prescribed filing fee for Form 45-106F1.

How do I submit a Report of Distribution Outside of Canada (Form 72-503F) as an underwriter?

Navigate to the underwriter’s profile to create the new filing. On the ‘Before You Get Started’ page, search for the issuer profile for which the filing will be made. You do not need to have authority over the issuer profile that you are selecting. Ensure that the information on the underwriter’s profile is accurate, as certain fields from the profile will prepopulate as read-only into the ‘underwriter’ section of the filing. The filing will be available on your (i.e. the underwriter’s) profile in addition to the issuer’s profile.