As reported in our Timely Disclosure post, on May 31, 2013, the Canadian Securities Administrators (CSA) published amendments to National Instrument 41-101 General Prospectus Requirements, National Instrument 44-101 Short Form Prospectus Distributions, National Instrument 44-102 Shelf Distributions and National Instrument 44-103 Post-Receipt Pricing(Amendments).
The Amendments will increase the pre-marketing and marketing activities permitted by issuers and investment dealers in connection with prospectus offerings. In addition, the CSA also published changes to various related companion policies. The Amendments will not affect mutual funds or investment funds filing a prospectus in the form of Form 41-101F2 Information Required in an Investment Fund Prospectus or Form 41-101F3 Information Required in a Scholarship Plan Prospectus.
Among other things, the Amendments will allow issuers and investment dealers to “test the waters” for certain initial public offerings (IPOs) prior to filing a preliminary prospectus, allow issuers to up-size bought deals and introduce new rules for the use of term sheets, marketing materials and road shows in public offerings.
The Amendments and policy changes are scheduled to come into force on August 13, 2013. More details on our bulletin entitled More on Prospectus Marketing Rule Changes.