
Publication
Blue Bonds: Making a splash in the Capital Markets
In 2018, the Republic of Seychelles launched the first-ever “blue bond”, with the support of the World Bank Group and the Global Environment Facility.
Author:
Canada | Publication | May 14, 2025
On April 17, 2025, the CSA published harmonized blanket orders that provide exemptions from certain prospectus and disclosure requirements relating to public offerings (the blanket orders). The purpose of the blanket orders is to encourage initial public offerings (IPOs) and subsequent financings by new reporting issuers. The blanket orders are intended to reduce the regulatory burden on issuers undertaking an IPO or a financing following an IPO and provide increased opportunities for investors.
The blanket orders adopted in each CSA jurisdiction are:
The disclosure blanket orders:
The disclosure blanket orders allow standard term sheets and marketing materials used in the waiting period to include specified pricing information even though such information is not contained in or derived from the preliminary prospectus or an amendment to the preliminary prospectus. Specified pricing information includes the price or price range of the securities offered, the number or number range of the securities offered, and the dollar amount or dollar range of the securities offered. This exemption avoids the need to file an amended preliminary prospectus that includes such information and reduces cost for the issuer. A news release must be issued containing the specified pricing information prior to the delivery of term sheets or marketing materials to the prospective investors; and
New Reporting Issuer Prospectus Exemption
Pursuant to the new reporting issuer blanket order, reporting issuers, other than investment funds, will be able to rely upon a new prospectus exemption to raise funds during the 12 months immediately following the issuance of a receipt for a final long-form prospectus qualifying an underwritten IPO. This new exemption is subject to the following conditions, among others:
An issuer is only eligible to rely on the new reporting issuer blanket order where it reasonably expects to have sufficient funds to meet business objectives and liquidity for 12 months. The exemption will not be available where the allocation of the proceeds of distribution is to a restructuring transaction or any transaction requiring shareholder approval.
Securities issued in reliance on the new reporting issuer blanket ruling will be freely tradeable.
The blanket orders became effective in all CSA jurisdictions on April 17, 2025, and, unless extended, will expire on the usual term for blanket orders in the specific CSA jurisdiction. In Ontario, the blanket orders will expire October 16, 2026, unless extended.
The CSA is considering future relief that will reduce regulatory burden for issuers without affecting investor protection, including an increase of the capital-raising limit for issuers relying upon the listed issuer prospectus exemption.
Certain CSA members have also relaxed the requirements of the offering memorandum prospectus exemption. Our commentary on those changes is available here.
Publication
In 2018, the Republic of Seychelles launched the first-ever “blue bond”, with the support of the World Bank Group and the Global Environment Facility.
Publication
We are delighted to be participating in Marine Money Week New York 2025. As one of the landmark events for the global shipping finance community, and with the global shipping and maritime industry at such a pivotal juncture, we look forward to catching up with clients and contacts to continue discussions around navigating the current challenges and opportunities.
Publication
On 8 May 2025, the Court of Justice of the European Union (the CJEU) delivered its ruling in case C-581/23 (the Ruling), providing guidance on one of the conditions for an exclusive distribution agreement to benefit from the block exemption under Article 4(b)(i) of the 2010 Vertical Block Exemption Regulation (the VBER)1, notably the so-called ‘parallel imposition requirement’.
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