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Overview: The Ontario Securities Commission (OSC) has issued best practice guidance for confidential prospectus pre-filings. Pre-filed prospectuses should include all financial and non-financial disclosure that would be included in the actual prospectus filing, and should be audited or reviewed, as applicable.
The option of confidentially pre-filling a prospectus was introduced in March 2020 to provide greater market certainty for issuers.
The OSC reminds issuers of the following best practices when filing a confidential pre-file prospectus to streamline the review process:
  • The pre-filed prospectus should contain the disclosure (including financial statements) prescribed under securities legislation and described in the form of prospectus that the issuer intends to use, and missing disclosure can result in review timelines being extended.
  • The financial statements included in a draft prospectus must, as prescribed for preliminary prospectuses under securities legislation, be audited (or be accompanied by an Auditor's Comfort Letter regarding Audited Financial Statements) or reviewed, as applicable.
  • A deal timeline should be included in the filed cover letter to assist staff in understanding when the review should ideally be completed. The OSC expects that the issuer will file a preliminary prospectus shortly after the completion of the review of the pre-filed prospectus.
  • Any legal or accounting questions where OSC staff input is required should be highlighted.
The OSC will not conduct pre-filing reviews of non-offering prospectuses, other than non-offering prospectuses pre-filed in connection with cross-border financings or where there is a specific legal or accounting matter requiring staff input.
We also understand the OSC staff expect an auditor advice letter when the auditor withholds their signature on an audit report included in a confidential prospectus submitted for review.
While this guidance has been issued by the OSC, we generally expect it should be applied to confidential pre-filing reviews with other securities regulators in Canada.
Further guidance is included the OSC news release.
National office contacts
Sean Cable - sean.c.cable@pwc.com or (416) 409-1657
Carolyn Anthony - carolyn.anthony@pwc.com or (416) 500-8064
Lucy Durocher - lucy.durocher@pwc.com or (416) 300-9422
Elana du Plessis - elana.duplessis@pwc.com or (416) 986-8228
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