The Canadian Securities Administrators (CSA) recently published Amendments to National Instrument 44-102 – Shelf Distributions (the Amendments), adopting an expedited shelf prospectus regime for well-known seasoned issuers (WKSIs) in Canada, further enhancing the competitiveness of Canadian markets.
The Amendments 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.
The Amendments allow eligible issuers 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 eligibility annually.
Provided all necessary regulatory approvals are obtained, the Amendments will become effective in all CSA jurisdictions on November 28, 2025.
Amendments to National Instrument 44-102 – Shelf Distributions is available for download from the websites of CSA jurisdictions.
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.