Temporary Relief from Certain Filing Obligations Under Canadian Securities Regulations Announced By the Canadian Securities Administrators in Response to COVID-19 Pandemic
In response to the COVID-19 pandemic, the Canadian Securities Administrators (CSA) announced March 23, 2020 temporary relief from certain filing obligations under Canadian securities regulations.
Relief from filing obligations
The CSA announcement provides temporary blanket relief (“Temporary Relief”) in connection with the filing of certain continuous disclosure documents due before June 1, 2020. The Temporary Relief provides for a 45-day extension for certain filings, subject to conditions. The filings eligible for relief include:
- Financial statements (annual & interim)
- MD&A (annual & interim)
- Annual information forms
Issuers relying on the 45-day extension will NOT be noted in default for failure to make their filings within the periods prescribed by securities regulations, provided that all conditions to relying on the Temporary Relief are complied with.
Certain filings are NOT subject to any relief, including material change reports, early warning reports, and to the extent applicable, insider trading reports.
Conditions
In order to rely on the Temporary Relief in connection with the above noted filings, an issuer must issue a press release both before and after the applicable filing deadlines.
Pre-Deadline News Release
The issuer must issue, and post on SEDAR, as soon as reasonably practicable, a news release in advance of the applicable filing deadline disclosing:
– the filing for which the Temporary Relief is being relied on
– estimated day by which the required disclosure is expected to be filed, delivered or sent
– an update of any material business developments since the date of the last annual financial statements or interim financial reports that were filed; or confirmation that there have been no material business developments since that date
– that management and other insiders are subject to an insider trading black-out policy that reflects the principles in s. 9 of NP 11-207 Failure-to-file Cease Trade Orders and Revocations in Multiple Jurisdictions
Post-Deadline New Release
No later than 30 days following the date a filing was required to be made, the issuer must issue, and post on SEDAR, a news release providing an update of 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 date of the prior news release if the issuer has not yet filed each document for which it is relying on for the exemption.
Additional conditions
Issuers relying on the Temporary Relief may not file a preliminary or final prospectus for an offering of securities until it has filed all documents for which it is relying on the exemption.
If the issuer is relying on the exemption for the delivery of annual financial statements and annual MD&A, these documents must be delivered before, or in conjunction with, the delivery of the management information circular for its next annual meeting.
The foregoing information provides only an overview of the Temporary Relief as of the date this information has been provided. Specific legal advice should be obtained. If you have questions in the above regard, please contact the Head of our Business Law Group, Robert P. Kinghan, at (613) 566-2848 or [email protected].