An increase in the volume and complexity of filings with the Ontario Securities Commission (OSC) has resulted in the temporary extension of review timelines for certain offering documents, compliance reviews, applications and registration materials where the OSC is the principal regulator.
The OSC has cited extraordinary growth in Ontario's capital markets in announcing changes to its service commitments that will generally extend timelines for reviews of prospectuses, applications for exemptive relief, and registration materials, among other things. The extended timelines will be in effect until June 30, 2022.
Issuers seeking to raise capital in the public markets will need to consider the OSC's extended timelines for the provision of first comment letters on prospectus offerings, except for bought deals, where the timeline is unchanged:
|
Filing |
Previous Timeline |
Temporary Timeline |
|
Preliminary Long Form Prospectus |
Within 10 working days of preliminary receipt |
Within 15 working days of preliminary receipt |
|
Preliminary Short Form Prospectus or Shelf Prospectus (Non-Bought Deal) |
Within 3 working days of preliminary receipt |
Within 5 working days of preliminary receipt |
|
Preliminary Short Form Prospectus (Bought Deal) |
Within 3 working days of preliminary receipt |
No Change. Within 3 working days of preliminary receipt |
While the temporary service commitments are in place, the OSC will not review pre-filings of draft preliminary base shelf prospectuses or non-offering prospectuses under its confidential pre-file program. The OSC will continue to prioritize the most urgent and time-sensitive prospectus filings like bought deals and overnight marketed offerings.
Other filings and applications will also be subject to extended timelines:
|
Filing |
Previous Timeline |
Temporary Timeline |
|
Application for Exemptive Relief |
First comment letter within 10 working days of application Decision within 40 working days of application |
Within 15 working days of application Decision within 45 working days of application |
|
Registration – New Business Submissions |
Initial comments within 30 working days of application Decision within 90 working days of application |
Initial comments within 45 working days of application Decision within 120 working days of application |
As has previously been the case, novel and complex filings will not be subject to set timelines and will take longer for the OSC to review. However, the OSC has committed to providing regular touchpoints to advise with respect to progress.
Finally, in some cases, the service commitment timeline has not been extended but rather the proportion of filings that the OSC will aim to review within the set out timeline has been reduced. Previously, the OSC targeted meeting its applicable service commitment for 90% of take-over and issuer bid circulars, dissident proxy circulars and management information circulars filed for conflict of interest transactions. This target has now been reduced to 80% in each case.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.