Canadian Securities Regulators Adopt “Pre-Marketing” and “Marketing” Amendments to Prospectus Rules

Toronto– The Canadian Securities Administrators (CSA) today published amendments to National Instrument 41-101 General Prospectus Requirements and other rules and related policies. The amendments will increase the range of permissible “pre-marketing” and “marketing” activities in connection with prospectus offerings by issuers other than investment funds.

Among other things, the amendments will:

• expressly allow non-reporting issuers, through an investment dealer, to determine interest in a potential initial public offering by communicating with accredited investors;
• expressly 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. “These amendments will help facilitate the prospectus offering process for issuers and investment dealers.”

The amendments and related materials can be found on CSA members’ websites. In some jurisdictions, ministerial approvals are required to implement the amendments. If all such approvals are obtained, the amendments will take effect on August 13, 2013.

The CSA, the council of the securities regulators of Canada’s provinces and territories, co-ordinates and harmonizes regulation for the Canadian capital markets.