CSA release final "one-year" amendments to prospectus rules

The Canadian Securities Administrators yesterday released the final version of amendments to NI 41-101 General Prospectus Requirements and related changes intended to address issues that have arisen with the prospectus rules since their implementation in March 2008. The changes are intended to clarify certain provisions, address gaps, streamline requirements and codify prospectus relief that has been granted in the past. Notably, these are not proposed amendments relating to “pre-marketing” that were published for comment in November 2011 (which we discussed in a series of posts in 2011 and 2012).

The amendments were originally published in July 2011, and a number of changes have been made in response to feedback received. Notably, the final amendments include changes to the requirements for filing PIFS or “personal information forms” (including the contents of the PIFS) and changes to the time limits for filing amendments to preliminary prospectuses and final prospectuses. The Companion Policy to NI 41-101 has also been amended in a number respects, including with respect to guidance on when the purchaser of a convertible, exchangeable or exercisable security should retain the benefit of an applicable statutory right of rescission.

Changes to prospectus form requirements include prescribed disclosure in connection with certain issuances of convertible, exchangeable or exercisable securities and clarification of financial statement disclosure requirements.

Changes have also been made in respect of investment funds, including a new requirement to obtain a certificate of a principal distributor of an investment fund and various changes to NI 81-101 Mutual Fund Prospectus Disclosure and its related companion policy and form.

Consequential amendments have also been made to short form and shelf prospectus distributions under NI 44-101 Short Form Prospectus Distributions and NI 44-102 Shelf Distributions, respectively, as well as to NI 52-107 Acceptable Accounting Principles and Auditing Standards and its companion policy, and to NI 51-102 Continuous Disclosure Obligations and NI 13-101 System for Electronic Document Analysis and Retrieval (SEDAR).

While other changes to the July 2011 proposals were also made, the modifications are considered non-material. As such, pending ministerial approvals, the final amendments will be effective on May 14, 2013.

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