The Canadian Securities Administrators (CSA) is seeking public comment for a 90-day period ending December 20, 2023, on a proposed expedited shelf prospectus regime for well-known seasoned issuers (WKSIs) in Canada (The Proposed Amendments).
The Proposed Amendments are detailed in CSA Notice and Request for Comment – Proposed Amendments to National Instrument 44-102 Shelf Distributions Relating to Well-known Seasoned Issuers. In addition to the proposed amendments to National Instrument 44-10, Shelf Distributions, changes are also proposed to Companion Policy 44-102CP to NI 44-102, and National Policy 11-20, Process for Prospectus Reviews in Multiple Jurisdictions.
The Proposed Amendments would introduce an expedited shelf prospectus regime for WKSIs in Canada who have a strong market following, complete public disclosure record, and sufficient public equity. The intent is to reduce the regulatory burden on these issuers and make it easier for them to raise capital in the Canadian public markets. Issuers that satisfy the qualification criteria, with certain conditions, including a complete continuous disclosure record would be able to:
- File a final base shelf prospectus and be deemed to have received a receipt for that prospectus without first filing a preliminary base shelf prospectus or undergoing any regulatory review.
- Omit certain disclosure from the base shelf prospectus (for example, the aggregate dollar amount of securities that may be raised under the prospectus).
- Benefit from receipt effectiveness for a period of 37 months from the date of its deemed issuance, subject to the issuer reassessing its qualification to use the WKSI regime annually.
Interested stakeholders are invited to provide comments in writing before the comment period ends on December 20, 2023. During the comment period, there will be local outreach to various stakeholders to solicit feedback on the proposals and encourage written comments.
CSA Notice and Request for Comment – Proposed Amendments to National Instrument 44-102 Shelf Distributions Relating to Well-known Seasoned Issuers is available for download from the websites of CSA Members.
For more information, please call Barbara Hendrickson at BAX Securities Law (647) 403-4606.
This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.
