On April 7, the Canadian Securities Administrators (CSA) released for feedback its Proposed Amendments and Proposed Changes to Implement an Access Equals Delivery Model for Non-Investment Fund Reporting Issuers (the “Proposed Amendments”).
The Proposed Access Equals Delivery Model (AED Model) aims at modernizing the manner in which documents are made available to investors and reducing the related-costs currently borne by issuers. The AED Model will also help communicate information to investors in an environmentally-friendly manner.
Some of the key provisions of the Proposed Amendments are provided hereunder:
The proposed AED Model applies to all types of prospectuses, except rights offerings by way of prospectus and medium-term note programs and other continuous distributions under a shelf prospectus.
A prospectus or any amendment must be delivered or sent by providing access to the document in accordance with the procedures set out in the rules. Provision not applicable in British Columbia.
The requirement to provide access to the final prospectus or any amendment has been met if
1/the issuer has filed the document on SEDAR and a receipt has been issued and
2/ the issuer has issued and filed a news release on SEDAR announcing that the document is available and accessible and specifying that a paper or an electronic copy can be obtained upon request.
The right of withdrawal from an agreement to purchase securities may be exercised within 2 business days after the later of
1/the date that access to the final prospectus or any amendment has been provided, and
2/the date that the purchaser has entered into the agreement to purchase the securities.
The AED Model applies to the advertising and marketing of a prospectus offering
The Proposed Amendments specify that access to the financial statements and related MD&A has been provided if
1/the issuer has filed the documents on SEDAR, and
2/on the same day that it has filed the documents, the issuer has issued and filed a news release on SEDAR announcing that the documents are available electronically and specifying that a paper or an electronic copy can be obtained upon request.
To note that some requirements are not applicable in British Columbia.
Comments should be submitted by July 6, 2022.