Canada: CSA Announces Exemptions From Filing Requirements During Switch to SEDAR+

On May 11, 2023, Canadian Securities Administrators (CSA) announced important exemptions from certain securities law filing requirements in connection with the launch of the new System for Electronic Data Analysis and Retrieval + (SEDAR+). The exemptions generally allow issuers to delay securities law filings required to be transmitted through SEDAR+ until after the Transition Period (as defined below), and provide an alternative method for completing urgent filings during the Transition Period. The exemptions do not relieve issuers from the requirement to issue news releases or deliver documents to securityholders during the Transition Period.

Filing Exemptions

The CSA is preparing to roll out a new national filing and information system, SEDAR+, which will replace, among other things, the existing System for Electronic Data Analysis and Retrieval (Old SEDAR). Old SEDAR will no longer be available as of 11 p.m. on June 8, 2023, and it is expected that SEDAR+ will become available for filing on June 13, 2023.

Given the anticipated gap in filing capability, each member of the CSA has issued a blanket order that addresses two circumstances. First, filings required to be transmitted through SEDAR+ during the period (the “Transition Period”) between June 9, 2023 and the date (the “Transition Period End Date”) that is the earlier of June 16, 2023 or the date on which SEDAR+ becomes available for filing, may be filed no later than two business days after the Transition Period End Date (notwithstanding the filing deadline that would otherwise apply under applicable securities laws).

Second, if an issuer wishes to file a document (e.g., a prospectus) during the Transition Period, the issuer is permitted to do so in the manner set out in the Appendix to the blanket order (available here), and must also file the document on SEDAR+ no later than two business days after the Transition Period End Date.

The exemptions only apply to documents required to be filed through SEDAR+, and therefore do not apply to documents that will continue to be filed or delivered outside of SEDAR+ (e.g., documents filed by insiders, registrants, derivatives market participants or regulated entities, or confidential material change reports). As noted above, the blanket order also does not relieve an issuer from any requirement under securities laws to issue a news release or deliver a document to securityholders.

For questions concerning this development, please contact any member of Capital Markets Group.