Canadian Securities Administrators announce temporary extension of filing deadlines for capital markets participants

Last Updated on May 21, 2020

On March 23, the Canadian Securities Administrators (CSA) announced the publication of temporary blanket relief for filings normally required to be made by reporting issuers and investment funds and additional relief from certain other requirements applicable to regulated capital markets participants. The blanket relief provides a 45-day extension period for filings due on or before June 1, 2020.  This announcement confirmed the plans announced by the CSA on March 18, 2020 which effectively superseded the earlier statement issued by the CSA on March 16, 2020 recommending that reporting issuers consider applying for a management cease trade order (MCTO) if they could not meet their original continuous disclosure filing deadlines due to COVID-19.

On May 21, these measures were extended. The regulators have since issued new blanket orders providing for similar relief from June 2 to August 31, 2020. Investment funds and non-investment fund issuers that have already relied on the prior relief to extend any filing, delivery and prospectus renewal deadline occurring on or before June 1, 2020 may not rely on the additional relief granted on May 21 to further extend their filing, delivery and/or prospectus renewal deadlines.

The CSA’s announcement indicates that the relief is being implemented through local blanket orders in each province and territory that are to be substantially harmonized across the country. The remainder of this article focuses on the four blanket orders issued by the Ontario Securities Commission (OSC).

Please note that Canadian securities laws vary by province and the relevant law of each applicable jurisdiction should be considered in assessing an issuer’s filing requirements and other obligations under securities law. For information with respect to securities laws of provinces other than Ontario, and for specific legal advice regarding the application of the Ontario Orders in your particular circumstances, please contact us.

The OSC Orders provide the following relief:

(1) OI 51-502 [PDF]; Replaced by OI 51-505 [PDF]: Temporary Exemption from Certain Corporate Finance Requirements 

  • The OSC has provided a conditional extension from the Securities Act (Ontario), and regulatory instruments issued under it, for filing certain continuous disclosure documents by reporting issuers in Ontario, permitting up to a 45-day extension of the original filing deadline. The conditional extension applies to, among other things, annual and interim financial statements and accompanying management’s discussion and analysis, as well as annual information forms, but not material change report requirements.
  • In order to be able to rely on this conditional relief, an issuer must issue a news release, and file it on SEDAR, as soon as reasonably practicable and in advance of the earliest applicable filing deadline for which relief is required. The news release must disclose each requirement from which the issuer will be relying on OI 51-502 for relief.  The news release must also disclose that management and certain insiders will be subject to an insider trading blackout during the relief period and also provide the estimated date by which the required disclosure is expected to be filed, or sent or delivered to security holders, as applicable.  Finally, then news release must also include an update on any material business developments since the last financial statements filed by the issuer, or confirm that there have been none.  As a further condition of the relief, an issuer must issue an additional updating press release (the “First Updating Release”) within 30 days after the first day of the extension period disclosing any material business developments since the original press release was issued, and then issue a further updating press release within 30 days following the First Updating Release disclosing any material business developments since the date of the First Updating Release.
  • An issuer is not permitted to file any preliminary or final prospectus while it is relying on this filing deadline relief.
  • Although the relief afforded by OI 51-502 is only applicable to the requirements of the Securities Act (Ontario) and regulatory instruments issued under it, the securities regulatory authorities in Quebec, Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland, Nova Scotia, Northwest Territories, Saskatchewan and Yukon Territory have also issued corresponding exemption orders.  Issuers that are also reporting issuers in the provinces of Prince Edward Island and Nunavut are cautioned, however, that as of March 24, 2020 corresponding exemption orders do not yet appear on the websites maintained by the securities regulatory authorities in those jurisdictions.  

(2) OI 81-503 [PDF]; Replaced by OI 81-505 [PDF]: Extension of Certain Filing, Delivery and Prospectus Renewal Requirements of Investment Funds

  • Filing and delivery obligations - Filing and delivery obligations of investment funds (as defined in the Securities Act (Ontario)) during the period from March 23, 2020 to June 1, 2020, (the “Designated Period”) have been granted a 45 day extension. Various exempted regulatory requirements include:
    • annual and interim financial statements;
    • annual and interim management report of fund performance (“MRFP”);
    • delivery of annual and interim financial statements and related MRFP;
    • delivery of request forms for delivery of certain fund documentation (i.e. financial statements and MRFPs);
    • custodian compliance reports;
    • mutual fund compliance reports;
    • annual information forms; and
    • independent review committee report to securityholders. 
  • Prospectus renewals – If an investment fund’s lapse date occurs on a date within the Designated Period, the lapse date may be extended for a period of up to 45 days (i.e. an investment fund may continue to distribute securities under its existing prospectus and will have an additional 45 days from its original lapse date to fulfill the prospectus renewal requirements).

In order to rely on this relief, an investment fund must (a) notify the Director of the Investment Funds and Structured Products Branch (Ontario) as soon as reasonably practicable stating that it is relying on the Order and identify which requirement(s) of the relief it is relying on the Order for and (b) issue a statement on its website (or its manager’s website) as soon as reasonably practicable (and in advance of its filing or delivery deadline) stating it is relying on the Order and indicate which requirement(s) of the relief it is relying on the Order for.

(3) OI 31-510 [PDF]: Temporary Exemption from Certain Financial Statement and Information Delivery Requirements for Registrants and Unregistered Capital Markets Participants 

  • Deadlines for certain filing and delivery obligations of registered dealers, registered advisors and registered investment fund managers under the Securities Act (Ontario) and Commodity Futures Act (Ontario) are extended for up to 45 days from the original due dates, including in respect of annual and interim financial statements; calculation of excess working capital; net asset valuation adjustment; MFDA Form 1 (MFDA financial questionnaire and report); and, IIROC Form 1 (Joint regulatory financial questionnaire and report).
  • Due dates for registered firms and unregistered capital market participants to satisfy certain fee-related requirements under OSC Rule 13-502 (Fees) and OSC Rule 13-503 (Commodity Futures Act Fees) are extended for up to 45 days from the original due dates.

(4) OI-25-502 [PDF]: Temporary exemption from certain reporting requirements for Regulated Entities carrying on business in Ontario

  • Certain Regulated Entities – i.e., marketplaces – clearing agencies, designated trade repositories, designated information processors, and commodity futures exchanges (each as defined in the Securities Act (Ontario) – have received a 45-day extension from the original due date for filing certain information that is due between March 23 and June 1, 2020. This information includes financial assessments, risk assessments, quarterly activity reports, annual SOC reports, annual compliance reports, and other reports.
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Lawrence E. Ritchie

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Alexander Cobb

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