Harmonized Pre-File Review of Prospectuses
The Canadian Securities Administrators (the “CSA”) published on March 5, 2020 Staff Notice 43-310 –Confidential Pre-File Review of Prospectuses (for non-investment fund issuers) setting out a harmonized process for issuers to submit prospectuses for confidential review by securities regulators prior to public filing – providing issuers with greater flexibility and certainty in planning offerings. The new program has superseded existing pre-file review policies in the jurisdictions that offer them
The program will benefit non-investment fund issuers conducting prospectus offerings, particularly initial public offerings and marketing for an offering, as the earlier identification of material issues can lead to a significant portion of the regulatory review being completed on a confidential basis and fewer delays receipting the prospectus and closing the offering.
Overview of the Process
The pre-filed prospectus process is available to any non-investment fund issuer intending to file a long form prospectus, short term prospectus and base shelf prospectus, with reviews generally being conducted by the issuer’s principal regulator.
The pre-filed prospectus should be of the same form and quality expected in a publicly filed prospectus and the underwriters should have substantially completed their review of the prospectus before pre-filing.
The pre-filed prospectus should contain the disclosure required under securities law (including financial statements), include the terms and conditions of the offering and any related transactions, an estimate of price of the securities and other information derived from that price.
Filers can expect that first comments will be received on a pre-filed prospectus within 10 working days of receiving it, subject to the filing’s complexity and the quality of the issuer’s disclosure.
The pre-filed prospectus process is not available for non-offering prospectuses or prospectuses filed solely to qualify the issuance of securities on the conversion of convertible securities (such as special warrants).