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New rights for employees
A number of new employment laws came into force in April 2024 to provide greater flexibility for employees, including enhanced flexible working rights and new leave entitlements.
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Canada | Publication | October 20, 2023
Since early 2022 qualifying well-known seasoned issuers (WKSIs) have been able to access the capital markets more quickly and flexibly than other reporting issuers. On December 6, 2021, the Canadian Securities Administrators (the CSA) temporarily exempted WKSIs from certain base shelf prospectus requirements by implementing substantially similar blanket orders, instruments or decisions in each province and territory of Canada (collectively, the Blanket Orders). This exemptive relief reduces the regulatory burden for well-known reporting issuers that have a strong investor following, a complete continuous disclosure record and a sufficient public float and allows such issuers to react quickly to market conditions when distributing securities using the shelf distribution rules.
The CSA indicated it would monitor the use of the exemption with a view to determining whether to introduce permanent amendments to National Instrument 44-102 Shelf Distributions (NI 44-102) and related rules. In particular, the CSA indicated it would consider and identify in such a review appropriate eligibility criteria and public interest and operational concerns. On September 23, 2023, the CSA published proposed amendments to NI 44-102 and related rules (the Proposed Amendments) which, if introduced, will make the Blanket Orders’ relief permanent. The Proposed Amendments are open for public comment until December 20, 2023.
While the Proposed Amendments address the same subject matter as the Blanket Orders and provide an expedited offering regime for WKSIs, they also introduce changes to the Blanket Orders, which are highlighted below. The Proposed Amendments provide as follows:
What is a WKSI?
A WKSI is an issuer that has either:
The Proposed Amendments replace the term “public float” with “qualifying public equity” and define it to exclude not only securities held by affiliated entities but also held by reporting insiders, which are not excluded from the definition of public float in the Blanket Orders.
WKSIs with mining operations
An issuer with mining operations will qualify as a WKSI if it has:
In addition, WKSIs with mining operations must file any technical reports required under National Instrument 43 101 Standards of Disclosure for Mineral Projects.
Additional conditions of the exemptive relief
In order to rely on the WKSI exemptive relief, the following additional conditions are applicable:
Dual-listed issuers
The Amended Proposals will be of interest to dual-listed issuers, as they go a step further towards harmonizing Canada with the US shelf registration system for US WKSIs. As the proposals no longer require that the final base shelf prospectus be receipted, the two systems will be more closely aligned.
Next steps
The Blanket Orders will remain in effect until the Proposed Amendments come into force.
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