CSA – Proposed introduction of expedited shelf prospectus regime for well-known seasoned issuers (Amendments to National Instrument 44-102 and its companion policy) [ED]

Comment period ends on December 20, 2023

Proposed effective date:

To be determined

Last up­dated:

October 2023

Overview

On September 21, 2023, the Canadian Securities Administrators (CSA) an­nounced that it is seek­ing public comment on a proposed expedited shelf prospectus regime for well-known seasoned issuers (WKSIs) in Canada. This would reduce the regulatory burden for these particular issuers with a strong market following and a complete continuous disclosure record that meets specific conditions.

The proposed amendments are intended to foster capital-raising by WKSIs in the Canadian public markets. Issuers that satisfy the qualification criteria and certain conditions 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.

The proposed amendments to National Instrument 44-102 Shelf Distributions, proposed changes to Companion Policy 44-102CP to NI 44-102, and National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions are contained in a Notice and Request for Comment.

Re­view the press re­lease on the CSA's web­site.

 

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