On April 7, the Canadian Securities Administrators (CSA) proposed amendments to a number of national instruments to implement an access equals delivery model for most types of prospectuses, annual and interim financial statements and related annual and interim MD&A for non-investment fund reporting issuers. The model is intended to be more cost-effective and environmentally friendly for issuers and dealers, particularly with respect to the current requirement to deliver paper copies of prospectuses. It is further noted that the model is more consistent with how investors are increasingly accessing information electronically.

Delivery will generally be deemed to have occurred when an issuer provides access to the document through SEDAR and notifies investors that the document is available through a press release (no press release would be required with respect to the availability of a preliminary prospectus). In British Columbia, it is proposed that an exemption be provided from the delivery requirements in the same circumstances to better deal with the wording in existing BC legislation. A press release would be required to indicate that the applicable document is available electronically and that a paper copy can be obtained on request. The proposals would not apply to rights offerings by way of prospectus or MTN programs or other continuous offerings under a shelf prospectus. The two day right to withdraw from an agreement to purchase securities would be amended to refer to the later of the date that access to the final prospectus (or amendment) has been provided and the date the purchaser has agreed to purchase the securities. The proposals would also require the front page of the prospectus to indicate where the withdrawal right period under the access equals delivery model is explained in detail in the prospectus.

With respect to delivery of financial statements and MD&A, the proposals include references to the current process of obtaining standing instructions from beneficial owners and the interaction of those instructions with an access equals delivery model. At this time, the CSA is not considering expanding the model to other types of documents such as proxy-related materials or take-over bid circulars, which require immediate shareholder action and participation. Comments on the proposal are due by July 6.

April 29, 2022