The Securities Commission has granted an exemption from the prospectus requirement to allow investment dealers acting as underwriters or selling group members, or a selling securityholder, to use standard term sheets, marketing materials, and conduct road shows for future offerings under a Final MJDS Shelf Prospectus. This exemption is necessary because National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101) does not have equivalent provisions to Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102), which permits such marketing activities following the issuance of a receipt for a final base shelf prospectus.
The exemption is conditional upon compliance with the approval, content, use, and other conditions and requirements of Part 9A of NI 44-102 as if the Final MJDS Shelf Prospectus were a final base shelf prospectus under NI 44-102. The decision is based on the representations made by the Filer, including their status as a reporting issuer, the filing of a registration statement and a preliminary MJDS base shelf prospectus, and the intention to file a final MJDS base shelf prospectus.
The relevant laws and regulations underpinning the outcome include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1)2, National Instrument 71-101 The Multijurisdictional Disclosure System, section 11.3, and National Instrument 44-102 Shelf Distributions, Part 9A. The decision was made by the British Columbia Securities Commission, acting as the principal regulator, and also represents the decision of the securities regulatory authority in Ontario.