Canada: CSA implements new “Access Model” to facilitate delivery of prospectuses by non-investment fund issuers

11 Apr 2024    2 minute read
Canada CSA Access Model Capital Markets Prospectus Non-Investment Fund Issuers Securities Regulation

In brief

In January 2024, the Canadian Securities Administrators (CSA) published amendments and changes to several national instruments and companion policies to implement a new non-mandatory access model (Access Model) for preliminary and final prospectuses (collectively, prospectuses) of non-investment fund reporting issuers (Issuers). The Access Model is not available for rights offerings, medium term note programs and other continuous distributions under a shelf prospectus. The amendments are effective 16 April 2024.

Contents

Key takeaways

  • File the preliminary prospectus or final prospectus on SEDAR+.

  • If a prospective purchaser requests an electronic or paper copy of the preliminary prospectus, it must be sent without charge. 
  • For a final prospectus, issue and file a news release advising purchasers that the final prospectus is accessible through SEDAR+ and, upon request, in electronic or paper format (which must be sent without charge and within two business days).
  • Depending on the jurisdiction, the above procedures constitute delivery or satisfy an exemption from the requirement to deliver a prospectus to purchasers.

In depth

Shelf and post-receipt pricing ("PREP") prospectuses 

For shelf prospectuses and PREP prospectuses, the Access Model permits the Issuer to file a single news release disclosing material information about the offering and announcing that the prospectus supplement or supplemented PREP prospectus will be available via SEDAR+ within two business days.

Withdrawal rights

Generally, withdrawal rights expire after two business days from the later of (a) the date of filing of the final prospectus on SEDAR+ and the issuance of the requisite news release, and (b) the date that a purchaser enters into an agreement to purchase the security.

Implications

Since the delivery of physical copies of prospectuses to investors is financially burdensome and time-consuming for Issuers, establishing an (optional) electronic, environmentally friendly method for delivery not only reduces the burden to Issuers in complying with securities legislation, but also streamlines the process of delivering prospectuses; benefiting Issuers, dealers and investors.

The adoption of the Access Model signals a trend towards the future implementation of a revised access model for other document types, such as annual financial statements and management’s discussion and analysis. The CSA is working on developing a further revised access model that improves access to such documents while still balancing investor protection concerns.

For more information or assistance, please do not hesitate to contact us.

Contact Information
David Palumbo
Partner
Toronto
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david.palumbo@bakermckenzie.com
Grace Kim-Cho
Associate
Toronto
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grace.kim-cho@bakermckenzie.com
Amalan Thiageswaran
Associate
Toronto
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amalan.thiageswaran@bakermckenzie.com

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