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Can Anyone Invest in Canada’s Exempt Market?

That’s a good question – and the answer is no.  Not everyone is allowed to invest there.

That usually surprises people a little as they think, “hmmm… it’s my money, I should be able to invest it however and wherever I want.”  That is not the case in Canada’s Exempt Market though as there are restrictions when it comes to who can invest there – and also how much.  There are also very good reasons for these restrictions, which I will explain a little further in this post.

Overall, in order to invest in the Exempt Market, you have to be either “eligible” or “accredited”.

You can read a previous post here to refresh yourself about these two terms and see where you fall. (The post will also tell you about investing possibilities if you are not eligible).  What it boils down to though, is that the majority of investors fall into the same category…

Eligible Investors

Here is a summary of an eligible investor in Canada:

  • Net worth of $400,000 or more
  • Annual income $75,000+ for the last 2 years and/or
  • Household annual income $125,000+ for the last 2 years

If you are “eligible”, it means that you can’t invest more than $100,000 in a 12-month period in the Exempt Market.

(Now, there are all kinds of caveats here because we would need to determine many things before you ever invested in the private markets, just to make sure it’s “suitable” for you.  There are also recommendations as far as your overall allocation – but I will touch on these items a bit more later.)

For now, and for illustrative purposes though, those are the requirements to be an eligible investor and if you fit the bill, you can (likely) invest.

Accredited Investors

“Accredited” investors have an interesting history in the Exempt Market – and particularly over the last 20 years when the private markets became a little more mainstream and retail.

Once again, you can refresh yourself about the terms in a previous post but suffice it to say that “accredited” investors have a higher net worth than “eligible” investors and generally have no restrictions regarding how much they can invest in the Exempt Market or how often.  The general premise being that they have the financial knowledge necessary to make wise investment decisions and can evaluate a private investment offering accordingly.

The truth of the matter is though, that just because someone has reached accredited status, doesn’t necessarily mean that they know anything at all about the Exempt Market or have any experience there.

Over the last decade, I would venture to say that there were many accredited investors that were over allocated into Exempt Market investments – because they didn’t fully understand the Exempt Market itself or the higher level of risk involved. 

It is only through time and experience, particularly because the Exempt Market is still so new to the majority of investors, that we can see the best recommendations to make when it comes to private investing.  That’s also why it’s important to find an experienced Dealing Representative to work with.  They will understand the importance of treating an accredited investor, with little or no Exempt Market experience, with care.

Is the Exempt Market Suitable for You?

If you are eligible or accredited, you can invest in the Exempt Market but that leads to the next step in the process which is – determining if these types of investments are “suitable” for you.  This would involve some discussion of course but I’ll give you a general sense of the information I would be gathering, including things like:

– Your age

  – Your time horizon to retirement (or maybe you’re already there)

  – Your risk tolerance

  – Your financial objectives overall

All of these things help me determine if higher risk, Exempt Market investments are suitable for you and your portfolio and – if they are – how much you should invest there.

How Much Should You Invest in the Exempt Market?

For eligible investors there are strong recommendations that you not invest more than 10% of your overall net financial assets in the Exempt Market.

This allocation can vary though depending on your own experience with private investing.  Newer investors might find that, once you understand the higher risk nature of the private markets, this percentage could be much lower, and a private investment might not be suitable at all for your portfolio.

You may also find that, if you have many years left until retirement, these investments can be an excellent choice to fill the higher risk/(potentially) higher return portion of your portfolio.

To Sum Up

I’m sure there are times when you reach the end of my posts and feel a little trepidation about making a private investment in the Exempt Market.  And that’s okay because my goal is to educate investors and it’s always best to start the conversation with absolute clarity about the risks involved.

It’s higher risk, it is difficult to get your money back before the end of the term because there is no secondary market to sell your securities and private companies do go through restructures and some fail all together.

There are definitely losses that have happened and there will be losses again in the future.

 

BUT…

 

Always Leave on a Positive Note…

There are also excellent private investment opportunities in the Exempt Market, with well above average returns and profit-sharing opportunities available.  With higher risk comes the potential for higher returns and there have been many successful projects and funds that have done very well for investors. 

The most important thing is to work with an experienced professional in the industry that works for a very reputable Exempt Market Dealer.  This will go a long way to helping you understand the private markets, helping you find excellent investment opportunities, helping you find strong issuers that offer the investments and having a high level of diligence done on these issuers.

All of these items plus a good understanding of the Exempt Market as a whole will go a long way to ensuring your own success in private investing!

 

And on that note, I’ll tell you why I feel the Exempt Market is “One of Your Best Options to Make Higher Returns“.

 

I appreciate you reading my post and please contact me anytime.  I would welcome the opportunity to talk further.

 

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: spineau@sentinelgroup.ca
C: 403-872-4010

shannonpineau.com

P.S. “Who Can Invest in Canada’s Exempt Market” is a big topic and I didn’t touch on:

  • Eligibility requirements by province.
  • Foreign persons that live outside of Canada wanting to invest.

I will cover these topics in upcoming posts but you can always contact me to find out more.

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.
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Eligible or Accredited?…That’s The Question.

If you know the answer to this question, you will have a clearer picture about what you can and cannot do in the Exempt Market.

Let’s start with the majority of people who would generally be considered “average” investors. They usually have varying levels of investing experience and are also known as…

ELIGIBLE INVESTORS

To be “eligible” you either have to meet the net worth or annual income requirements:

– Your net assets have to be greater than $400,000 and or your annual income for the last 2 years has to be greater than $75,000 before taxes.

– If your income doesn’t quite make it alone, you can combine with your spouse and then your combined annual income has to be greater than $125,000 for the last 2 years.

If you meet one or more of these requirements, then you are an “eligible” investor. And being eligible means, you can invest a certain amount in the Exempt Market.

But just because you can, doesn’t always mean you should so please read on after I describe the next type of investor…

ACCREDITED INVESTORS

To be considered an “accredited” investor, you still have to meet one or more similar types of requirements as above but they are considerably higher.

– In this case, your financial assets have to be greater than $1 million, and notice that’s financial assets and not net assets. Financial assets are tangible liquid assets and don’t include property.

– If you want to include things like property and rely on your net assets for accredited status, your net assets must exceed $5 million.

– For the income requirements your annual income must be greater than $200,000 for the last 2 years and if you combine with a spouse it must be greater than $300,000 annual income for the last 2 years.

SO WHAT DOES ALL OF THIS MEAN TO YOU IN THE PRIVATE INVESTING WORLD?

Here is a quick summary:

– If you are not “eligible” – meaning that you don’t meet any of the requirements of an eligible investor, you can still potentially invest in the Exempt Market but it has to be $10,000 or less in a 12 month period.

– If you are “eligible” you can invest $10,000 or more in the Exempt Market but you can’t exceed $100,000 in any 12 month period.

(Before you invest in anything though, you would meet with a Dealing Representative, such as myself, and decide if private investing in the Exempt Market is a good fit for you.  We would consider things like your age, your time horizon, your financial objectives and your risk tolerance to determine if these types of investments are “suitable” for your portfolio. And if they are, we would also take various things into consideration to determine how much to allocate there. There are certainly exceptions but as a general rule, it is not advisable to exceed 10% of your net financial assets in the Exempt Market. That percentage can also be a lot less depending on your current financial situation and experience in private investing.)

– If you are “accredited” you are not subject to these caps and limitations. The overall assumption is that you achieved accredited status by having a good understanding of how to invest your money and you can generally invest it however you like.

I will say though that just because an investor is accredited, doesn’t necessarily mean they should exceed the allocation guidelines that are in place for an eligible investor. There is a lot of discussion to be had before any investment is ever made because there is a lot to take into consideration. Particularly things like previous experience in the Exempt Market and a full understanding of the risks involved.

TO SUM UP

Private investing is still relatively new to “eligible” and “accredited” investors alike so it’s important to get all the information you need before you decide if it is right for you.

I hope this post was helpful for you to figure out what type of investor you are. And of course, there are much more official definitions and explanations to describe these terms and I will link to them below. The links are to a great website that I visit often as they present excellent discussion around the topics as well.

Definitions:

 

I really appreciate you reading my post!  If you would like to talk further, with no obligation, please contact me today.

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: spineau@sentinelgroup.ca
C: 403-872-4010

shannonpineau.com

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.
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THE EXEMPT MARKET – Why Is It Called That?

A big question mark

The “Exempt Market” is a relatively new term for investors and many aren’t even sure what it means. In the past we referred to it as the “private” or “alternative” market and many of the companies involved were doing real estate-based investments.

It All Starts With The Prospectus

To explain the Exempt Market in simple terms – if a business in Canada wants to raise capital they generally do so through a prospectus offering.  Most people will have heard this term in the past and I’ve included a lengthier definition link for anyone who hasn’t.

Basically, a prospectus details everything about the business itself and the securities they plan to offer to the public.

Doesn’t Everyone Use a Prospectus If They Want To Raise Capital?

To sell securities under a prospectus is very costly and onerous and not all businesses want to raise capital in this manner. Smaller, private companies that are looking to expand may not want to take on the process, time frame or expense of creating a prospectus. There are also many companies that want to raise capital but have no interest in taking their business public.

So, If a Privately Owned Company Wants to Raise Capital but Doesn’t Want to File a Prospectus, What Can They Do?

 

They can rely on an “exemption” to the prospectus requirements.

The most common exemptions include:

 – Selling only to accredited investors

 – Selling only to family friends and business associates

 – Selling a minimum of $150,000.00 per transaction

 – Issuing an Offering Memorandum (which allows “eligible” investors to participate – more on that in another post)

To Sum Up

Companies that raise capital from investors using one of these prospectus “exemptions” make up the Exempt Market.

Another question you may have on your mind is “Why Haven’t I Heard of the Exempt Market Before?”  Click through to find out!

 

I really appreciate you reading my post!  If you would like to talk further, with no obligation, please contact me today.

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: spineau@sentinelgroup.ca
C: 403-872-4010

shannonpineau.com

 

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.
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