OSC Seeks To Extend Relief For Well-known Seasoned Issuers

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On May 18, 2023, the Ontario Securities Commission (OSC) announced OSC Rule 44-502 Extension to Ontario Instrument 44-501 Certain Prospectus Requirements for Well-known Seasoned Issuers...
Canada Corporate/Commercial Law
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On May 18, 2023, the Ontario Securities Commission (OSC) announced OSC Rule 44-502 Extension to Ontario Instrument 44-501 Certain Prospectus Requirements for Well-known Seasoned Issuers (the Rule). The Rule extends the temporary relief from certain base shelf prospectus requirements granted previously to qualifying well-known seasoned issuers (WKSIs) for an additional 18 months.

Background

Following its consideration of both market feedback and a recommendation of the Capital Markets Modernization Taskforce, the OSC issued Ontario Instrument 44-501 Exemption from Certain Prospectus Requirements for Well-known Seasoned Issuers (Interim Class Order) (the OSC Blanket Order) on December 6, 2021 (as discussed in a previous post). The OSC Blanket Order was issued as part of a broader initiative of the Canadian Securities Administrators (CSA) that provides temporary exemptions from certain base shelf prospectus requirements to qualifying WKSIs through local blanket orders that are substantively harmonized across the country. The OSC Blanket Order took effect on January 4, 2022, and expires on July 4, 2023.

The OSC made the Rule to extend the duration of the OSC Blanket Order for an additional 18 months.

What's Next?

The OSC has delivered the Rule to the Minister of Finance, who may approve, reject or return it for further consideration within 60 days. Subject to ministerial approval on or before June 20, 2023, the Rule will come into force on July 4, 2023. If approved after June 20, 2023, the Rule will come into force 15 days following approval. If no action is taken, it will come into force on July 10, 2023.

While the OSC is reviewing options for a more permanent solution, any amendments to implement WKSI accommodations will be adopted by the CSA on a coordinated basis, through the normal rule-making procedures.

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.

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