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16 January 20246 minute read

All access passes for prospectuses! The CSA introduces “Access-Equals-Delivery” model‎

Reporting issuers and dealers will soon be able to save costs and avoid the administrative burden ‎associated with printing and mailing prospectuses to investors.‎

On January 11, 2024, the Canadian Securities Administrators (the “CSA”) posted final amendments to the ‎‎“Access-Equals-Delivery” model ‎ ‎(the “Access Model”) for the delivery of prospectuses of non-‎investment fund reporting issuers. The Access Model will take effect on April 16, 2024, subject to the ‎CSA obtaining the requisite approvals. The Access Model will not be available for investment funds. ‎

Under the new Access Model, reporting issuers will now be able to deliver their prospectuses to ‎investors by filing the document on SEDAR+ and issuing an associated news release. This approach is ‎intended to modernize the way investors access public documents, while upholding investor protection ‎and aligning with the shift towards electronic document consumption. ‎

As the CSA stated: “The Access Model for prospectuses offers benefits for both issuers and investors ‎by providing a more cost-efficient, timely and environmentally friendly manner of communicating ‎information to investors than paper delivery.”‎


The Access Model follows the CSA’s January 9, 2020 ‎and April 7, 2022 consultation papers and ‎proposals, respectively, and associated comment periods that sought feedback on permitting ‎reporting issuers to deliver prospectuses and certain continuous disclosure documents, electronically. ‎Access-Equals-Delivery has been a feature in U.S. prospectus offerings for many years.‎

Application of the Access Model

While the proposed amendments that were introduced in April 2022 applied to prospectuses as well as ‎certain continuous disclosure documents including annual financial statements, interim financial reports ‎and management discussion and analyses (collectively, “CD Documents”), the Access Model only ‎applies to prospectuses.‎

The Access Model does not extend to (i) rights offerings by way of prospectus (ii) medium term note ‎programs and (iii) other continuous distributions made under a shelf prospectus. The CSA noted that ‎these distributions are dealt with in a different manner under the CSA’s rules. As mentioned, the Access ‎Model is not available for investment funds. ‎

Moreover, the Access Model is not mandatory, but provides reporting issuers with another means of ‎delivering a preliminary or final prospectus electronically. Investors are still entitled to request electronic ‎or physical delivery of documents without charge, even in instances where a reporting issuer is relying on ‎the Access Model for delivery. In the case of the final prospectus or any amendment, the document ‎must be sent within two business days of the date of the request.‎

Satisfying prospectus delivery requirements

In all jurisdictions except for British Columbia, Québec, and New Brunswick, reporting issuers or dealers ‎may satisfy their prospectus delivery requirements by: ‎

Preliminary prospectus

  • Filing a copy of the preliminary prospectus on SEDAR+. No news release is required.‎

Final prospectus

  • Filing a copy of the final prospectus on SEDAR+; and ‎
  • Issuing a news release and filing it on SEDAR+, stating: ‎
    • in the title of the news release that the document is accessible through SEDAR+;‎
    • access to the document is provided in accordance with securities legislation relating to ‎procedures for providing access to a prospectus and any amendment; ‎
    • the document is accessible at;‎
    • the securities that are offered under the document, and
    • the following: ‎
      • ‎“An electronic or paper copy of the final prospectus and any amendment may be ‎obtained, without charge, from [insert contact information for the issuer or ‎dealer, as applicable] by providing the contact with an email address or address, ‎as applicable.”‎

In British Columbia, Québec, and New Brunswick, the Access Model will be introduced as an exemption ‎from the delivery obligation due to the legislative authority in these jurisdictions. Despite these ‎jurisdictional differences, the Access Model achieves the same outcome by providing investors with ‎electronic access to a preliminary or final prospectus, as applicable, without the requirement of paper ‎delivery of prospectuses. ‎

Shelf and PREP prospectuses

Generally, news releases under the Access Model may only be issued after a receipt for the final ‎prospectus has been issued. However, the Access Model establishes different requirements for news ‎releases relating to shelf distributions and post-receipt pricing (PREP) prospectuses.‎

For these types of prospectuses, a supplement or supplemented PREP prospectus only needs to be ‎filed within a set period after the pricing of the offering. Under the Access Model, the prescribed news ‎release for these types of offerings may be issued within two business days before the date the ‎document is filed. The Access Model also permits the reporting issuer to satisfy the news release ‎requirements by filing only a single news release.‎

Further, the prescribed news release does not need to be a stand-alone news release, and the necessary ‎information can be incorporated into news release that discusses other elements of the offering.‎

Withdrawal rights

The Access Model also alters the withdrawal rights that were previously available to investors under ‎‎certain provincial securities laws. ‎

Previously, in certain jurisdictions such as Ontario, the withdrawal rights expired at midnight on the ‎second ‎day after the investor received the prospectus. This meant that in some situations, like if an ‎investor ‎agrees to purchase additional securities in the offering after the two day period has passed, ‎they would ‎not have a withdrawal right for those additional securities. ‎

Under the Access Model, investors may now exercise their withdrawal rights on the later of the date on ‎which:‎

  • the ‎prospectus was filed on SEDAR+ and the associated news release was issued; and
  • the investor entered into an ‎agreement to purchase the security. ‎

This means that if an investor agrees to purchase additional ‎securities, the withdrawal period may ‎commence when the additional purchase agreement was entered into. ‎

The CSA has clarified that an investor’s request for a physical or electronic copy of the final prospectus ‎or amendment will ‎not impact the calculation of the period within which investors must exercise their ‎withdrawal rights. ‎

Marketing and road shows

The Access Model requires that all marketing communications, including road shows, refer to the final ‎prospectus or amendment as being available on SEDAR+ for any offering that relies on the Access ‎Model for delivery. ‎

Looking forward

While the CSA is only moving forward with the Access Model applicable to prospectuses, the CSA ‎advised that it anticipates publishing a revised access model for CD Documents at a later date. The ‎access model for CD Documents will respond to comments received by the CSA regarding the potential ‎negative impacts that electronical delivery may have on retail investors. ‎


If you have any questions regarding the proposed Access Model, please contact a member of the Capital Markets group.‎