The Canadian Securities Administrators (CSA) have published an additional 45-day filing extension for certain continuous disclosure filing, delivery and base shelf prospectus renewal deadlines for non-investment fund issuers that fall between June 2, 2020 and August 31, 2020, subject to conditions (the Temporary Relief).
- Conditions of the Temporary Relief are substantially the same as found in the previously published relief that extended filing, delivery or prospectus renewal deadlines occurring on or before June 1, 2020 (the Prior Relief).
- Issuers that have relied on the Prior Relief cannot further extend such deadlines under the Temporary Relief.
Annual and Interim Filings
The Temporary Relief provides a 45-day extension of the filing deadlines for certain annual and interim filings that are due between June 1, 2020 and August 31, 2020, including annual financial statements, interim financial reports and management's discussion & analysis. For a non-investment fund issuer with a December 31 year-end, the Temporary Relief would allow the issuer to file its upcoming Q2 interim financial report and related MD&A as follows:
Non-Venture Issuers
(days after most recently completed interim period) |
Venture Issuers (days after most recently completed interim period) |
|||
Interim Financial Report/Interim MD&A |
Standard | Extended | Standard | Extended |
45th day August 14, 2020 |
90th day September 28, 2020 |
60th day August 29, 2020 |
105th day October 13, 2020 |
The Temporary Relief also provides filing extensions for certain technical reports, financial statements following a reverse take-over, and any similar annual or interim disclosure document required pursuant to an exemption from one of the requirements listed above included in an exemptive relief decision made by a member of the CSA prior to the date of the Temporary Relief.
Conditions:
In order to rely on the Temporary Relief in connection with the above noted filings, a person or company must issue a news release both before and after the applicable filing deadlines:
- Pre-Deadline News Release. The issuer must issue, and file on SEDAR as soon as reasonably practicable, a news release in advance of the applicable filing deadline disclosing (i) the filings for which the Temporary Relief is being relied upon, (ii) the estimated day by which the disclosure is expected to be filed, delivered or sent, (iii) an update of any material business developments since the issuer's last financial statements were filed (or confirmation that there have been no material business developments since such date), and (iv) that management and other insiders are subject to an insider 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.
- Post-Deadline News Release. No later than 30 days following the date a filing was required to be made, the issuer must issue, and file on SEDAR, a news release providing an update on 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 prior new release if the applicable filings have not yet been made.
Importantly, issuers relying on the Temporary Relief may not file a prospectus (preliminary or final) for an offering of securities until all documents for which the Temporary Relief is relied upon are filed. Issuers are also not permitted to use the Temporary Relief to extend a filing deadline that was previously extended under the Prior Relief.
Business Acquisition Reports and Other Event-Driven Filings
The filing of change of auditor reporting, notices of change in year end, business acquisition reports and notices of change in corporate structure that fall between June 2, 2020 and August 31, 2020 will also get the benefit of a 45-day extension provided that the issuer issues, and files on SEDAR as soon as reasonably practicable, a news release in advance of the filing deadline that discloses each applicable requirement for which it is relying on the Temporary Relief.
Exempt Market and Other Filings
The Temporary Relief also extends the deadline for the filing, sending or delivery of certain exempt market filings by 45 days, if such deadlines fall between June 2, 2020 and August 31, 2020. Such filings include annual financial statements required to be filed in connection with the offering memorandum exemption in New Brunswick, Ontario, Quebec and Saskatchewan, as well as the related notice of use of proceeds on Form 45-106F16 Notice of Use of Proceeds, annual financial statements and annual disclosure of use of proceeds required under Multilateral Instrument 45-108 Crowdfunding. In these cases, the Temporary Relief is conditioned on the filing of a news release in advance of the filing deadline.
Base Shelf Prospectuses
The lapse date for a final base shelf prospectus that is set to lapse between June 2, 2020 and August 31, 2020 may be extended by an additional 45 days provided that the issuer issues and files on SEDAR a news release in advance of the lapse date and that the issuer is not relying on the Temporary Relief in connection with annual and interim filings as described above.
General
The Temporary Relief has been issued pursuant to local blanket orders that are substantially harmonized across the country and came into effect on May 20, 2020 with an expiry date of October 15, 2020:
Temporary exemptive relief has also been granted under separate blanket orders for investment funds filing requirements.
Originally published May 21, 2020
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.