The Securities Commission has granted RBC Dominion Securities Inc. and its affiliates (collectively, the Filers) exemptions from certain requirements under National Instrument 44-102 Shelf Distributions and National Instrument 44-101 Short Form Prospectus Distributions. These exemptions will allow the Filers to file a shelf prospectus and prospectus supplements for the distribution of corporate strip securities derived from debt obligations of Canadian corporations and trusts as part of their CARS and PARS Programme.
The granted exemptions include relief from the eligibility criteria to file a shelf prospectus, the requirement for the prospectus to contain a certificate of the issuer, and the requirement for the prospectus to incorporate by reference documents of the underlying issuer. The decision is conditional on the underlying obligations being qualified for distribution under a prospectus with a receipt issued by regulators in specific provinces, and at least four months have passed since the closing of the original issue of the underlying obligations.
The Filers must also ensure that the underlying issuer is eligible to file a short form prospectus at the offering date, and the receipt for the prospectus filed under this decision is not effective after October 24, 2025. Additionally, the offering and sale of the Strip Securities must comply with all other requirements of the relevant National Instruments, except for those from which an exemption has been granted.
The decision also requires the Filers to issue a press release and file a material change report for any significant changes to the CARS and PARS Programme or changes in the operating rules of CDS that could affect holders of Strip Securities. All relevant documents must be filed on SEDAR+ under the profile for the CARS and PARS Programme, and applicable filing fees must be paid.
This decision is based on the representations made by the Filers, including their compliance with securities legislation, the operation of the CARS and PARS Programme since 2002, and the procedures for the creation, sale, and transfer of Strip Securities. The decision ensures that the Strip Securities can be offered to investors while maintaining certain investor protections and regulatory standards.