Decision No. 2025-PDG-0026: Coordinated General Decision 41-930 Regarding Exemptions from Certain Prospectus and Disclosure Obligations

DECISION No. 2025-PDG-0026
Coordinated General Decision 41-930 Regarding Exemptions from Certain Prospectus-Related Obligations and Certain Disclosure Obligations

Definitions

1. The expressions defined in the Securities Act, RLRQ, c. V-1.1, (the "Act"), Regulation 13-103 on the Electronic Data, Analysis and Research System + (SEDAR+), RLRQ, c. V-1.1, r. 2.3, Regulation 14-101 on Definitions, RLRQ, c. V-1.1, r. 3, Regulation 41-101 on General Prospectus Requirements, RLRQ, c. V-1.1, r. 14, (the "Regulation 41-101"), Regulation 51-102 on Continuous Disclosure Obligations, RLRQ, c. V-1.1, r. 24, and Regulation 62-104 on Take-Over Bids and Issuer Bids, RLRQ, c. V-1.1, r. 35, have the same meaning in this Decision.

2. In this Decision:

"specified price information": i) the price or price range of the offered securities, ii) the total number or total number range of the offered securities, iii) the total dollar value or total dollar value range of the offered securities, iv) the total number, or total number range, of the issuer's securities of the class to be distributed by means of the prospectus that would be outstanding after the distribution, v) the participation, or range of participation, of selling securityholders and principal securityholders of the issuer after the distribution, or vi) any other terms of the offered securities or any information regarding the issuer that is mathematically derived from any of the information mentioned in clauses i to v.

"offered securities": the securities to be distributed by means of a prospectus.

Context

3. The Autorité des marchés financiers (the "AMF") considers it appropriate to grant an exemption to simplify certain prospectus and financial statement obligations required in certain information documents in order to reduce the time and costs associated with capital raising by means of a prospectus, as well as in the preparation of other required information documents, without compromising investor protection.

Decision

Historical Financial Statements for the Third Most Recent Year

4. Pursuant to section 263 of the Act and considering that this does not prejudice the protection of savers, the AMF exempts any issuer or initiator, as the case may be, from the obligation to include a statement of comprehensive income, a statement of changes in equity, and a statement of cash flows for the third most recent completed year, as provided in the following provisions:

a) Item 32.2 of Appendix 41-101A1, Information to be Provided in the Prospectus; b) Item 14.2 of Appendix 51-102A5, Proxy Solicitation Circular; c) Item 5.2 of Appendix 51-102A3, Material Change Report; d) Item 19 of Appendix 62-104A1, Information Statement Relating to a Take-Over Bid; e) Item 21 of Appendix 62-104A2, Information Statement Relating to an Issuer Bid.

Summary of Standard Terms During the Waiting Period

5. Pursuant to section 263 of the Act and considering that this does not prejudice the protection of savers, the AMF exempts the dealer who provides a summary of standard terms to a prospective investor during the waiting period from the obligation set out in paragraph 1(b) of section 13.5 of Regulation 41-101, according to which all information contained in this summary must be presented in the preliminary prospectus or its amendments, or derived therefrom, when the following conditions are met:

a) this summary contains the specified price information; b) the issuer publishes and files a press release containing the specified price information before this summary is provided to the prospective investor; c) all information contained in this summary, except the specified price information and information mathematically derived therefrom, as well as the contact information of the dealer or underwriters, is presented in the preliminary prospectus or its amendments, or derived therefrom.

Marketing Documents During the Waiting Period

6. Pursuant to section 263 of the Act and considering that this does not prejudice the protection of savers, the AMF exempts the dealer who provides marketing documents to a prospective investor during the waiting period from the obligation set out in paragraph 1(b) of section 13.7 of Regulation 41-101, according to which all information contained in these documents must be presented in the preliminary prospectus or its amendments, or derived therefrom, when the following conditions are met:

a) these documents contain the specified price information; b) the issuer publishes and files a press release containing the specified price information before these documents are provided to the prospective investor; c) all information contained in these documents, except the specified price information and information mathematically derived therefrom, the contact information of the dealer or underwriters, and comparative information, is presented in the preliminary prospectus and its amendments, or derived therefrom.

Promoter's Attestation

7. Pursuant to section 263 of the Act and considering that this does not prejudice the protection of savers, the AMF exempts the issuer from the obligation set out in paragraph 1 of section 5.11 of Regulation 41-101 to include in the prospectus or its amendments an attestation signed by a promoter who is a natural person, provided that it includes an attestation signed by that person in another capacity than that of promoter, in the applicable form of the issuer's attestation.

Effective Date

8. This Decision takes effect on April 17, 2025.

Done on April 16, 2025

Yves Ouellet
President and Chief Executive Officer