IIROC provides guidance on meaning of "date of the offering" for quiet periods

December 14, 2012

The Investment Industry Regulatory Organization of Canada (IIROC) released guidance earlier this week on the meaning of "date of the offering" in order to clarify how to determine the length of a quiet period during which time IIROC Dealer Members are prohibited from issuing research relating to equity or equity-related securities when acting as manager or co-manager in an offering of securities. Specifically, Rule 3400 prohibits dealers from issuing research for 40 calendar days following the date of the offering for an IPO or ten days in the case of a secondary offering.

According to IIROC, for the purposes of the rule, the "date of the offering" is (i) the date of the final receipt for the prospectus in the case of prospectus offerings; (ii) the date of pricing in the case of private placements; and (iii) the date of the prospectus supplement in the case of shelf-offerings.

Further, the count for the quiet periods starts on the day after the date of the offering, thereby excluding the actual date of the offering from the count.

For more information, see IIROC Notice 12-0369.

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