TORONTO – The Ontario Securities Commission (OSC) announced today temporary changes to its service commitments in response to a significant and persistent increase in the volume and complexity of certain applications and filings. The changes extend timelines related to reviews of certain offering documents, compliance reviews, applications and other registration materials for which the OSC is principal regulator. The extended timelines will remain in effect from December 7, 2021 to June 30, 2022.
Capital raising in Ontario continues to grow at an extraordinary rate, with prospectus volumes approximately 30 per cent higher year-over-year and over 800 prospectuses anticipated in 2022, representing a 104 per cent increase from filings received in 2019. Registration volumes are also expected to increase, with new firm applications in the first half of this year approximately 67 per cent higher than the comparable period last year.
Additionally, the OSC is seeing a large volume of applications and filings from firms with complex or novel business models. These applications and filings raise new policy issues that must be carefully considered and communicated, in consultation with other regulators, for the benefit of all market participants.
While the temporary changes to its service commitments are in place, OSC staff will not review pre-files for draft preliminary base shelf prospectuses or non-offering prospectuses under its confidential pre-file program. The temporary changes do not impact urgent and time-sensitive prospectus pre-filings, such as those involving bought deals and overnight marketed offerings.
On January 28, 2021, the OSC published best practice guidance to assist issuers in their capital raising efforts. As announced, the OSC will continue to triage all filings to prioritize the most urgent and time-sensitive prospectus filings.
As part of its annual review, the OSC will conduct a comprehensive evaluation of all its service commitments, including the applications and filings included in the temporary changes. The OSC will publish any further changes to its service commitments as a result of this evaluation at the end of Q1 2022 (June 30, 2022). All preliminary prospectuses and exemptive relief applications filed after December 7, 2021 will be processed under the temporary service commitments.
A complete list of changes to the OSC Service Commitments can be found on the OSC’s website.
The OSC Service Commitment was established to provide investors, registrants, and market participants with transparency on the standards and timelines they can expect when interacting with the OSC. The OSC reports quarterly on its performance against its service commitments, with an explanation where a target has not been met.
The mandate of the OSC is to provide protection to investors from unfair, improper or fraudulent practices, to foster fair, efficient and competitive capital markets and confidence in the capital markets, to foster capital formation, and to contribute to the stability of the financial system and the reduction of systemic risk. Investors are urged to check the registration of any persons or company offering an investment opportunity and to review the OSC investor materials available at http://www.osc.ca.
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