On March 25, 2024, the British Columbia Securities Commission (BCSC) announced regulatory amendments through B.C. Reg. 70/2024, which will take effect on April 16, 2024. These amendments pertain to four significant National Instruments (NIs) related to prospectus requirements and distributions within British Columbia’s securities framework. The changes are aimed at ensuring that the prospectus access requirements align with modern practices and improving investor access to essential documents.

One of the key amendments involves National Instrument 41-101 General Prospectus Requirements (B.C. Reg. 59/2008), which introduces a new section, Part 2A: Access to a Prospectus. This section clarifies the application of prospectus access rules, allowing for the delivery of a prospectus through access provision rather than physical distribution, thereby streamlining compliance. It is important to note that certain types of prospectuses, including those for rights distributions and investment fund securities, are exempt from these access rules. Subsection 2A.2 establishes that access to a prospectus is considered “delivered” once it is made available on SEDAR+ (the System for Electronic Document Analysis and Retrieval) and a receipt is issued. The access date coincides with the date of providing the document. Additionally, in Alberta, regulations specify that investors can withdraw from agreements to purchase securities within two business days following access to the prospectus.

The amendments also provide exemptions in British Columbia, Quebec, and New Brunswick concerning the requirement to send a final prospectus, as long as access is granted as specified. Furthermore, the amendments require that a news release is issued alongside the prospectus, detailing its availability, the securities offered, and how to request a physical copy. A two-business-day timeframe is established for dealers to respond to requests for electronic or paper copies of the prospectus.

In addition to the amendments made to National Instrument 41-101, National Instrument 44-101 Short Form Prospectus Distributions (B.C. Reg. 370/2005) and National Instrument 44-102 Shelf Distributions (B.C. Reg 425/2000) were updated to reflect the new accessibility requirements, ensuring that both preliminary and final prospectuses are accessible through SEDAR+. National Instrument 44-103 Post-Receipt Pricing (B.C. Reg. 426/2000) was similarly amended to conform to the improved access and procedural norms established in these changes.

These amendments aim to modernize the regulatory framework surrounding prospectuses, facilitating easier access for investors to vital information while allowing issuers and dealers to meet their obligations more efficiently. The emphasis on electronic accessibility reflects broader trends in financial regulation, recognizing the importance of digital communication in today’s marketplace. For issuers, these changes provide clearer guidelines on how to communicate with potential investors and simplify the process of distributing prospectuses. Dealers will benefit from a reduced burden of sending physical copies, allowing them to operate more efficiently.

British Columbia (70/2024) March 26, 2024