Canadian Securities Regulators Publish Blanket Orders Granting 45-Day Filing Extension for Continuous Disclosure Filings

March 24, 2020

Temporary blanket relief for market participants from certain regulatory filings has now been published by the Canadian Securities Administrators (CSA) in response to challenges faced by issuers as a result of COVID-19.  

  • The Canadian Securities Administrators have published generally harmonized blanket orders that grant temporary blanket relief (Temporary Relief) to market participants in connection with the filing of certain continuous disclosure and other documents due before June 1, 2020.
  • The Temporary Relief extends the filing deadline for certain continuous disclosure filings and exempt market filings by 45 days, subject to conditions.
  • Conditions to the Temporary Relief include a prohibition on filing a prospectus until all documents delayed in reliance on the Temporary Relief are filed and a requirement that issuers confirm that management and other insiders are subject to an issuer-imposed insider trading black-out policy and provide updates with respect to other material business developments.
  • Among other things, material change reports, early warning reports and, to the extent applicable, insider reports are not subject to any relief.

Annual and Interim Filings

The Temporary Relief provides a 45 day extension of the filing deadlines for the following annual and interim filings (with example deadlines provided below for an issuer with a December 31 year end):

 Filing   Non-Venture Issuers
(Days after most recently completed financial year
      Venture Issuers
(Days after most recently completed financial year)
   Standard  Extended  Standard  Extended 
 Annual Financial Statements/Annual Management’s Discussion and Analysis (MD&A)  90th day
March 30, 2020
 135th day
May 14, 2020
 120th day
April 29, 2020
 165th day
June 14, 2020
 Annual Information Form  90th day
March 30, 2020
 135th day
May 14, 2020
 N/A
 Stand-alone Executive Compensation Disclosure  140th day
May 19, 2020
 185th day
July 3, 2020
 140th day
May 19, 2020
 185th day
July 3, 2020
   Non-Venture Issuers
(Days after most recently completed interim period)
 Venture Issuers
(Days after most recently completed interim period)
   Standard Extended Standard Extended
 Interim Financial 
Report/Interim MD&A
 45th day
May 15, 2020
 90th day
June 29, 2020
 60th day
May 30, 2020
 105th day
July 14, 2020

The Temporary Relief also provides filing extensions for certain technical reports, financial statements following a reverse take-over, and any similar annual or interim disclosure document required pursuant to an exemption from one of the requirements listed above included in an exemptive relief decision made by a member of the CSA prior to the date of the Temporary Relief (presumably this should also include filings pursuant to undertakings, such as by operating entities of income trusts).

The requirements to send an annual financial statement request form and the associated requirement to deliver financial statements and MD&A may also be extended by 45 days under the Temporary Relief.

Conditions:  

In order to rely on the Temporary Relief in connection with the above noted filings, a person or company must issue a news release both before and after the applicable filing deadlines:  

  • Pre-Deadline News Release. The issuer must issue, and file on SEDAR as soon as reasonably practicable, a news release in advance of the applicable filing deadline disclosing (i) the filings for which the Temporary Relief is being relied upon, (ii) the estimated day by which the disclosure is expected to be filed, delivered or sent, (iii) an update of any material business developments since the issuer’s last financial statements were filed (or confirmation that there have been no material business developments since such date), and (iv) that management and other insiders are subject to an insider trading black-out policy that reflects the principles in section 9 of National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
  • Post-Deadline News Release. No later than 30 days following the date a filing was required to be made, the issuer must issue, and file on SEDAR, a news release providing an update on any material business developments since the date of the pre-deadline news release (or confirmation that there have been no material business developments since such date). A subsequent news release containing similar disclosure about material business developments must also be filed no later than 30 days following the prior new release if the applicable filings have not yet been made.

Importantly, issuers relying on the Temporary Relief may not file a prospectus (preliminary or final) for an offering of securities until all documents for which the Temporary Relief is relied upon are filed. This could cause difficulties for investment funds in continuous distribution, among others.

Annual financial statements and annual MD&A must be delivered before, or in conjunction with, the delivery of the issuer’s management information circular for its next annual meeting of securityholders.

Business Acquisition Reports and Other Event-Driven Filings

The filing of change of auditor reporting, notices of change in year end, business acquisition reports and notices of change in corporate structure will also get the benefit of a 45 day extension provided that the issuer issues, and files on SEDAR as soon as reasonably practicable, a news release in advance of the filing deadline that discloses each applicable requirement for which it is relying on the Temporary Relief.

Exempt Market and Other Filings

The Temporary Relief also extends the deadline for the filing, sending or delivery of certain exempt market filings by 45 days. Such filings include annual financial statements required to be filed in connection with the offering memorandum exemption in New Brunswick, Ontario, Quebec and Saskatchewan, as well as the related notice of use of proceeds on Form 45-106F16 Notice of Use of Proceeds, annual financial statements and annual disclosure of use of proceeds required under Multilateral Instrument 45-108 Crowdfunding. In these cases, the Temporary Relief is conditioned on the filing of a news release in advance of the filing deadline.

Finally, the Temporary Relief also extends annual filing of designated rating organizations required under National Instrument 25-101 Designated Rating Organizations In the case of designated rating organization filings, such news release must provide a brief discussion of any information in the previous annual filing that is now materially inaccurate or confirmation that no such information is inaccurate.

Base Shelf Prospectuses

The lapse date for a final base shelf prospectus that is set to lapse before June 1, 2020 may be extended by an additional 45 days provided that the issuer issues and files on SEDAR a news release in advance of the lapse date and that the issuer is not or is no longer relying on the Temporary Relief in connection with annual and interim filings as described above.

General

The Temporary Relief has been issued pursuant to local blanket orders that are substantially harmonized across the country and came into effect on March 23, 2020 for a period of 120 days:

 Jurisdiction Blanket Order 
 Alberta Alberta Securities Commission Blanket Order 51-517 Temporary Exemption from Certain Corporate Finance Requirements
 British Columbia British Columbia Securities Commission BC Instrument 51-515 Temporary Exemption from Certain Corporate Finance Requirements
 Manitoba  
Blanket Order 52-502 Temporary Exemption from Certain Corporate Finance Requirements
 New Brunswick Blanket Order 51-507 Temporary Exemption from Certain Corporate Finance Requirements 
 Newfoundland and Labrador Blanket Order Number 110 Temporary Exemption from Certain Corporate Finance Requirements
 Northwest Territories  To be added once available
 Nova Scotia Blanket Order No. 51-509 Temporary Exemption from Certain Corporate Finance Requirements 
 Nunavut  To be added once available
Ontario Ontario Instrument 51-502 Temporary Exemption from Certain Corporate Finance Requirements 
 Prince Edward Island  
To be added once available
 Quebec  
Décision N˚2020-PDG-0023 Décision Générale relative à la prolongation de délais concernant certaines obligations d’information continue et de prospectus applicables aux émetterus et aux agencies de notation désignées
 Saskatchewan  
 General Order 51-501 Temporary Exemption from Certain Corporate Finance Requirements 
 Yukon Superintendent Order 2020/02 Y.S.A. Temporary Exemption from Certain Corporate Finance Requirement

 

 


Temporary exemptive relief has also been granted under separate blanket orders for regulated entities, investment funds filing requirements, registrants and unregistered capital markets participants.

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