The Securities Commission granted an exemption to a federation of financial services cooperatives (the Filer) from certain qualification criteria required for filing a short form prospectus and a base shelf prospectus. Typically, an issuer’s equity securities must be listed on a short form eligible exchange to meet these criteria under National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions. However, due to the Filer’s cooperative structure, its shares cannot be publicly listed.
The Filer, part of the Mouvement Desjardins, is a significant financial cooperative in Canada, recognized as a domestic systemically important financial institution (D-SIFI) by Quebec’s financial institutions legislation. It is a reporting issuer in good standing across all Canadian provinces and has a substantial presence in the financial markets.
The exemption was granted on the condition that the Filer complies with all other applicable requirements, the Mouvement Desjardins maintains its D-SIFI status, the securities offered have a designated rating at the time of distribution, and the prospectus discloses risk factors related to the non-viability contingent capital (NVCC) provisions and bail-in powers.
This decision allows the Filer to proceed with issuing securities up to $3,000,000,000 without its equity being listed, provided the specified conditions are met. The decision reflects the regulatory flexibility to accommodate the unique structure of cooperative financial institutions while ensuring investor protection and market integrity.