The Securities Commission has granted exemptions to a group of filers from certain requirements under National Instrument 44-102 Shelf Distributions and National Instrument 44-101 Short Form Prospectus Distributions. These exemptions allow the filers to file a shelf prospectus and prospectus supplements for the distribution of strip securities derived from debt obligations of Canadian corporations and trusts. The exemptions also relieve the filers from the obligation to include a certificate of the issuer in the prospectus and to incorporate by reference documents of the underlying issuer.
The decision is based on representations from the filers, including their history of operating the CARS and PARS Programme since 2002, their compliance with securities legislation, and the structure of the strip securities offerings. The strip securities will be derived from underlying obligations that have been distributed under a prospectus with a receipt from regulators in British Columbia, Alberta, Ontario, and Quebec. The strip securities will be sold predominantly to retail customers and will be dependent on the underlying issuers’ ability to fulfill their obligations.
The exemptions are subject to conditions, such as the underlying obligations being qualified for distribution under a prospectus, the availability of the underlying obligations prospectus on SEDAR, and the eligibility of the underlying issuer to file a short form prospectus. Additionally, the receipt for the prospectus filed under this decision is not effective after September 25, 2023, and the offering and sale of the strip securities must comply with all other requirements of the relevant national instruments.
The decision document also outlines the process for handling material changes to the CARS and PARS Programme, changes in the operating rules of CDS, and the filing of related documents on SEDAR. The manager of the Corporate Finance Branch of the Ontario Securities Commission, Michael Balter, signed off on the decision.