Regulatory Alerts2025-11-06
Changes to Policy Statement 11-202 Respecting Process for Prospectus Reviews in Multiple Jurisdictions
Canadian securities regulators have amended Policy Statement 11-202 to formally define the WKSI base shelf prospectus and clarify its procedural status. The revision excludes these prospectuses from the passport system because issuers neither file a preliminary prospectus nor indicate reliance on Regulation 11-102 through SEDAR+. As a result, receipts for WKSI base shelf prospectuses are automatically deemed issued in every jurisdiction where filed, removing the necessity for separate passport system applications.
CHANGES TO POLICY STATEMENT 11-202 RESPECTING PROCESS FOR PROSPECTUS REVIEWS IN MULTIPLE JURISDICTIONS
- Section 2.1 of Policy Statement 11-202 respecting Process for Prospectus Reviews in Multiple Jurisdictions is changed by adding, after the definition of “waiver application”, the following, and making the necessary adaptations: ““WKSI base shelf prospectus” has the meaning ascribed to that term in Regulation 44-102 respecting Shelf Distributions.”.
- The Policy Statement is changed by inserting, after section 3.5, the following: “3.6. WKSI base shelf prospectus An issuer that files a WKSI base shelf prospectus would not meet the conditions to use the passport system as it does not file a preliminary prospectus and would not indicate on SEDAR+ that it is relying on Regulation 11-102 in accordance with paragraph 3.3(1)(b) of Regulation 11-102. For this reason, the procedures described in this policy statement are not applicable to WKSI base shelf prospectuses. Further, since a receipt for a WKSI base shelf prospectus is deemed to be issued in every jurisdiction in which the prospectus is filed, the application of the passport system is not necessary.”.
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