The Securities Commission has granted an exemption from the prospectus requirement to allow investment dealers, acting as underwriters or selling group members, to use standard term sheets, marketing materials, and conduct road shows for offerings under a final Multijurisdictional Disclosure System (MJDS) prospectus. This exemption aligns the marketing activities for MJDS prospectuses with those permitted under Part 9A of National Instrument 44-102 Shelf Distributions, which governs shelf distributions in Canada.
The exemption was sought because National Instrument 71-101 The Multijurisdictional Disclosure System does not have equivalent provisions to Part 9A of NI 44-102, which allows for certain marketing activities post-receipt of a final base shelf prospectus. The granted relief is conditional upon compliance with the approval, content, use, and other conditions and requirements of Part 9A as if the MJDS prospectus were a final base shelf prospectus under NI 44-102.
The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 53 and 74(1)2, and is informed by the representations of the Filer, which is a corporation incorporated under the laws of Delaware with its head office in Calgary, Alberta. The Filer is a reporting issuer in all Canadian provinces and an SEC foreign issuer, and it is not in default of any securities legislation in Canada.
The exemption applies to future offerings under the Final MJDS Prospectus and ensures that Canadian purchasers of securities offered under the Final MJDS Prospectus can only purchase those securities through an investment dealer registered in their province of residence. The decision was made by the Alberta Securities Commission as the principal regulator and also represents the decision of the securities regulatory authority in Ontario.