In a notice published on July 17, 2023, the Canadian Securities Administrators (CSA) announced the publication of exemptions from certain filing requirements on the System for Electronic Data Analysis and Retrieval + (SEDAR+) during a period of transition to SEDAR+. Every member of the CSA is implementing a local blanket order (collectively, Blanket Order) that will exempt a person or company from filing or delivering certain documents through SEDAR+ during the transition period.
Transition to SEDAR+ and the Blanket Order
The first phase of SEDAR+ replaces, among other things, the existing filing system known as System for Electronic Document Analysis and Retrieval (SEDAR). SEDAR will no longer be available for filing as of 11 p.m. ET on July 20, 2023. However, the CSA has announced that there will be a period of time (Cutover Period) when SEDAR+ will also not be available. The Cutover Period creates the need for the Blanket Order.
While the CSA currently anticipates that SEDAR+ will become available for filing at 7 a.m. ET on July 25, 2023, the Cutover Period for the purposes of the Blanket Order will start on July 21, 2023, and end on the earlier of:
when SEDAR+ is available for filing; and
July 28, 2023 (the Cutover End Date).
The Blanket Order will essentially provide filers with an extension to file with, or deliver to, a regulator or securities regulatory authority documents that must be filed or delivered through SEDAR+ in accordance with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+).
Exemptions for Filers During the Cutover Period
A filer that is required to file or deliver a document through SEDAR+ to meet a deadline during the Cutover Period (for example, any continuous disclosure documents such as financial statements or business acquisition reports) may rely on the exemption in the Blanket Order from those filing or delivery requirements. A person or company relying on this exemption must transmit the relevant document through SEDAR+ no later than two business days after the Cutover End Date.
The CSA has acknowledged that there may be exceptional circumstances where a person or company may choose to file or deliver certain documents during the Cutover Period. This includes documents that facilitate certain transactions, such as those related to a prospectus, a fund facts document or an ETF facts document for a distribution that will occur during or shortly after the Cutover Period. The Blanket Order exempts the filer from the requirement to transmit such document through SEDAR+ during the Cutover Period, provided they transmit it by alternative means (largely, dedicated email addresses, with a few limited exceptions) to each applicable jurisdiction. These documents must also be transmitted through SEDAR+ no later than two business days after the Cutover End Date.
Documents Not Exempt From Filing or Delivery Requirements
The exemptions do not apply to documents that will continue to be filed or delivered outside of SEDAR+, including those filed or delivered by insiders, registrants, derivatives market participants or regulated entities or confidential material change reports. The Blanket Order also does not relieve a filer from any requirement to issue a news release or deliver a document to security holders.
Issuers, especially those undertaking a transaction or an offering around the Cutover Period, need to consider their filing obligations and the application of the Blanket Order. For more information, or to discuss your particular circumstances in respect to this transition, please contact:
Norbert Knutel +1-416-863-4013
David Bristow +1-416-863-5829
or any other member of our Capital Markets or Corporate Governance groups.
Blakes and Blakes Business Class communications are intended for informational purposes only and do not constitute legal advice or an opinion on any issue. We would be pleased to provide additional details or advice about specific situations if desired.
For permission to republish this content, please contact the Blakes Client Relations & Marketing Department at [email protected].
© 2023 Blake, Cassels & Graydon LLP