The Canadian Securities Administrators (CSA) have released proposed amendments to National Instrument 44-102 Shelf Distributions and its Companion Policy, as well as National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions. The amendments include a proposal for an expedited shelf prospectus regime for issuers that are considered well-known seasoned issuers (WKSIs) in order to make it easier for them to raise capital. Issuers that qualify for the expedited process will be able to file a final base shelf prospectus (and be deemed to be receipted) without filing a preliminary base shelf prospectus or any regulatory review while omitting certain disclosure from the base shelf prospectus. Investment funds would not be eligible. Assuming the WKSI reassesses its qualification to use the regime annually, the receipt for the prospectus will remain effective for 37 months from the date of its deemed issuance. A number of questions are posed in the consultation, including with respect to the qualification criteria in the definition of “well-known seasoned issuer”, and whether the issuer should be required to have been a reporting issuer for at least three years. Comments are due December 20, 2023.

September 28, 2023