In a notice published on May 11, 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, the 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 June 8, 2023. However, the CSA has
announced that there will be a period of time (the Cutover Period)
during which 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 June 13, 2023, the Cutover
Period for the purposes of the Blanket Order will start on June 9,
2023, and end on the earlier of (i) when SEDAR+ is available for
filing; and (ii) June 16, 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+) (NI
13-103).
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.
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