Business Law Blog

Further to our blog post of March 19, 2020, the Canadian Securities Administrators (the “CSA”) granted temporary, blanket relief to market participants on March 23, 2020 from certain periodic filing requirements due to the COVID-19 pandemic. The relief applies to issuers, investment funds, registrants, certain regulated entities, and designated rating organizations, in response to the challenges that market participants may face as a result of COVID-19 in meeting deadlines to file, send or deliver certain documents required under securities legislation. The CSA have implemented this relief through numerous local blanket orders, which are substantially harmonized across Canada.

Relief from Certain Corporate Finance Requirements for Reporting Issuers

To grant the relief, the British Columbia Securities Commission adopted BC Instrument 51-515 Temporary Exemption from Certain Corporate Finance Requirements (“BCI 51-515”), which grants reporting issuers a 45-day extension, under certain conditions, for requirements to file, send or deliver certain documents on or before June 1, 2020. This relief applies to certain deadlines relating to financial statements, management’s discussion and analysis (“MD&A”), annual information forms, executive compensation disclosure for certain reporting issuers, technical reports, statements of reserves data and certain other requirements as enumerated in BCI 51-515. The Ontario Securities Commission is granting similar relief to reporting issuers in Ontario under Ontario Instrument 51-502 Temporary Exemption from Certain Corporate Finance Requirements.

To qualify for relief under BCI 51-515 from the requirements described above, issuers must comply with the following conditions:

1. Prior to the original deadline for the filing, sending or delivery of the relevant document, the issuer must file a news release on the System for Electronic Document Analysis and Retrieval (“SEDAR”) that (a) discloses each requirement for which the issuer is relying on the relief, (b) states that the issuer’s management and other insiders are subject to a trading black-out policy that reflects the principles in section 9 of National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, (c) discloses the estimated date by which the issuer expects to file, send or deliver the relevant document, and (d) discloses any material business developments since the date of the last annual or interim financial statements filed or confirms there have been no such developments
2. The issuer must file a news release on SEDAR as soon as reasonably practicable within 30 days of the start of the extension period, and must file, within the next 30 days after the date of such news release, a subsequent news release if the relevant document for which the relief is relied upon has not been filed, sent or delivered. Each news release must disclose any material business developments since the prior news release or confirm there have been no such developments.
3. The issuer 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 relief.
4. If the issuer relies on the relief for sending annual requests for, and delivery of, financial statements and MD&A, the issuer must deliver those documents before, or in conjunction with, the delivery of the management information circular for its next annual meeting.

Extensions are also available for certain other requirements for issuers, including the filing of business acquisition reports, notices of change of year-end, notices of change of corporate structure and change of auditor reporting packages. Separate instruments provide corresponding relief to investment funds, registrants, certain regulated entities and designated rating organizations.

If you have any questions about the extension of the filing deadlines, please contact any member of our Corporate Finance & Securities Group.