Canadian securities regulators are adopting a number of reforms to prospectus rules that aim to make it easier to raise capital in the regulated markets by easing certain restrictions.
On Thursday, the Canadian Securities Administrators (CSA) published amendments to National Instrument 41-101 General Prospectus Requirements and related policies that will increase the range of permissible ‘pre-marketing’ and ‘marketing’ activities that investment dealers can engage in to facilitate prospectus offerings.
In the notice announcing the changes, the CSA indicates that the purpose of the changes is to “ease certain regulatory burdens and restrictions that issuers and investment dealers face in trying to successfully complete a prospectus offering”, while maintaining investor protection. It also aims to clarify certain aspects of the rules in order to ensure a level playing field between market participants.
Specifically, among other things, the amendments will allow non-reporting issuers to communicate with accredited investors, through an investment dealer, to determine interest in a potential initial public offering. It will also allow investment dealers to use marketing materials and conduct road shows after the announcement of a bought deal, during the ‘waiting period’ and following the filing of a final prospectus; and, specify when bought deals and bought deal syndicates can be enlarged.
“These amendments are designed to modernize and clarify certain aspects of the prospectus pre-marketing and marketing regime in Canada, while also providing protection for investors,” said Bill Rice, chair of the CSA and chair and CEO of the Alberta Securities Commission (ASC). “These amendments will help facilitate the prospectus offering process for issuers and investment dealers.”
The CSA requested comment on these sorts of changes back in November 2011. It made a number of changes to the initial proposals in response to those comments, informal industry consultations, as well as considering prospectus regimes in other jurisdictions (including recent changes in the U.S. through the JOBS Act). However, it says none of those changes are material, so they don’t require another comment period. If the required ministerial approvals are received, the amendments will take effect on August 13.