CSA Securities

Toronto - The Canadian Securities Administrators (CSA) today published for comment proposed amendments to CSA National Instrument 44-102 Shelf Distributions (Proposed NI 44-102) [Link], which would replace exemptive relief that reporting issuers have generally required to conduct at-the-market (ATM) distributions of equity securities.

“The proposed changes, which codify existing CSA exemptions, will result in faster and easier access to capital for reporting issuers,” said Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers. “No longer having to apply for exemptive relief for ATM distributions will ultimately reduce reporting issuers’ regulatory burden.”

An ATM distribution is a distribution of securities by an issuer under a base shelf prospectus into the secondary market using a registered investment dealer acting as an agent. ATM distributions have become more common as issuers seek alternatives to traditional more costly methods of raising capital.

The proposed amendments include:

  • An exemption for the underwriter from the requirement to deliver a prospectus to purchasers in a distribution of securities; and
  • An exemption for the issuer and underwriter from certain prospectus form requirements, including an alternative statement of statutory rights and alternative certificate forms.

These proposals contemplate two different approaches to conducting ATM distributions and align with the ATM model that currently exists in U.S. markets. The comment period will close on August 7, 2019.

Proposed NI 44-102 and its related Companion Policy, which provides guidance, can be found on CSA members' websites.

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

 

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For Investor inquiries, please refer to your respective securities regulator. You can contact them here This link will open in a new window.

For more information:

CSA member name

Point of contact

Phone number

Autorité des marchés financiers

Sylvain Théberge

514-940-2176

Alberta Securities Commission

Hilary McMeekin

403-592-8186

British Columbia Securities Commission

Andrew Poon

604-899-6880

Financial and Consumer Affairs Authority of Saskatchewan

Shannon McMillan

306-798-4160

Financial and Consumer Services Commission, New Brunswick

Sara Wilson

506-643-7045

Government of Prince Edward Island, Superintendent of Securities

Steve Dowling

902-368-4550

Manitoba Securities Commission

Jason (Jay) Booth

204-945-1660

Nova Scotia Securities Commission

David Harrison

902-424-8586

Nunavut Securities Office

Jeff Mason

867-975-6591

Office of the Superintendent of Securities, Newfoundland and Labrador

Craig Whalen

709-729-5661

Superintendent of Securities, Department of Justice, Government of the Northwest Territories

Tom Hall

867-767-9305

Office of the Yukon Superintendent of Securities

Rhonda Horte

867-667-5466

Ontario Securities Commission

Kristen Rose

416-593-2336