Regulatory Alerts2023-09-21
Amendments to Policy Statement 11-202 Respecting Process for Prospectus Reviews in Multiple Jurisdictions
The securities regulators have amended Policy Statement 11-202 to update key definitions and establish new procedures for Well-known Seasoned Issuer base shelf prospectuses. The revisions clarify that these specific prospectuses do not qualify for the passport system because they bypass preliminary filings and rely on Regulation 11-102. Consequently, receipts for WKSI base shelf prospectuses are automatically deemed issued in every jurisdiction where they are filed, streamlining cross-border distribution requirements.
AMENDMENTS 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 amended: (1) by striking out “and” in the definition of “short form prospectus”; (2) by replacing “.” by “; and” in the definition of “waiver application”; (3) by inserting, after the definition of “waiver application”, the following : ““WKSI base shelf prospectus” has the meaning ascribed to that term in Regulation 44-102 respecting Shelf Distributions.”.
- The Policy Statement is amended 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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