OSC issues best practice guidance for prospectus filings

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Jan 28, 2021

On January 28, 2021, the Ontario Securities Commission (OSC) published its best practice guidance to issuers to assist in their capital raising efforts.

The OSC has seen a significant number of confidential prospectus pre-files submitted in recent months and reminds issuers of the following best practices when filing a confidential pre-file prospectus to streamline the review process:

  • Pre-filed prospectuses should contain all financial and non-financial disclosure that would be included in the actual prospectus filing, and missing disclosure can result in review timelines being extended.
  • A deal timeline should be included in the filed cover letter to assist staff in understanding when the review should ideally be completed. The OSC expects that the issuer will file a preliminary prospectus shortly after the completion of the review of the pre-filed prospectus.
  • Any legal or accounting questions where OSC staff input is required should be highlighted.

The OSC will not review pre-files of non-offering prospectuses, other than non-offering prospectuses pre-filed in connection with cross-border financings or where there is a specific legal or accounting matter requiring staff input. Pre-files of prospectuses that solely qualify the issuance of securities on conversion of convertible securities, such as special warrants, will also not be reviewed.

Review the press release on the OSC's website.

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