On September 19, 2024, the Ontario Securities Commission (“OSC”) published proposed OSC Rule 44-503 Exemption from Certain Prospectus Requirements for Well-known Seasoned Issuers (the “Rule”). Subject to ministerial approval, the Rule would make permanent the Blanket Order (as defined below) that currently provides qualifying well-known seasoned issuers (“WKSIs”) with relief from certain base shelf prospectus requirements in Ontario.
As we discussed previously, the OSC made Ontario Instrument 44-501 Exemption from Certain Prospectus Requirements for Well-known Seasoned Issuers (Interim Class Order) (the “Blanket Order”) in December 2021, providing WKSIs with a temporary exemption from certain base shelf prospectus requirements, including the requirement to file a preliminary base shelf prospectus. The Blanket Order was extended for 18 months by OSC Rule 44-502 Extension to Ontario Instrument 44-501 Certain Prospectus Requirements for Well-known Seasoned Issuers and will expire on January 4, 2025.
In September 2023, the Canadian Securities Administrators (“CSA”) published for comment proposed amendments to National Instrument 44-102 Shelf Distributions as well as consequential amendments to other rules and policies that would formalize and modify in certain respects the previously introduced WKSI regime in Canada (the “Proposed Amendments”). The CSA are reviewing the comments received and have indicated that a further publication regarding the Proposed Amendments may be expected in early 2025.
The Rule would bridge the gap between the expiry of the Blanket Order and the effective date of the Proposed Amendments. The Rule is expected to be revoked if and when the Proposed Amendments are adopted.
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