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Canada: CSA extends temporary blanket relief from certain regulatory requirements and delivery obligations

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In brief

  • Non-investment fund issuers – 45-day extension for certain filing, delivery and base shelf prospectus renewal obligations normally due between 2 June 2020 and 31 August 2020
  • Investment funds – 60-day extension for certain filing, delivery and prospectus renewal obligations normally due between 2 June 2020 and 30 September 2020.

On 20 May 2020, the Canadian Securities Administrators (CSA) published additional measures that provide investment funds and non-investment fund issuers with temporary relief from certain regulatory filings and delivery obligations. These have been implemented across Canadian jurisdictions through harmonized local blanket orders (including Ontario Instrument 51-505 and Ontario Instrument 81-505).

This announcement follows similar relief announced by the CSA on 23 March 2020 providing 45-day extensions for certain requirements (“Prior Relief“), including periodic filings normally required to be made by issuers and investment funds between 23 March 2020 and 1 June 2020 (as we previously mentioned here and here.) However, issuers and investment funds that have already used the Prior Relief to extend any filing, delivery and prospectus renewal deadlines occurring on or before 1 June 2020 cannot use this new relief to further extend such deadlines.

Contents

Non-investment fund issuers

To qualify for relief, a non-investment fund issuer will have to comply with certain conditions, including issuing and filing a news release as soon as reasonably practicable in advance of its filing deadline, disclosing each applicable requirement for which it is relying on the exemption and, in certain cases, that its management and other insiders are subject to an insider trading black-out policy, as well as other information. Additionally, the person or company relying on this exemption for certain annual and interim filings or delivery requirements may not file a prospectus for an offering of securities until it has filed all documents for which it is relying on the exemption.

Investment funds

To qualify for relief, an investment fund must, as soon as reasonably practicable and in advance of its filing or delivery deadline, notify the Director of the Investment Funds and Structured Products Branch, and must also post a statement on its public website, or the public website of its investment fund manager, stating each applicable requirement for which the investment fund is relying on the exemption.

Management Cease Trade Orders regarding Prior Relief

CSA members will consider applications for a management cease trade order (MCTO) by non-investment fund issuers that took advantage of the Prior Relief and are unable to comply with their filing or delivery obligations by their extended deadline, but anticipate being able to comply shortly thereafter. If an MCTO is issued, the issuer must comply with ‘alternative information guidelines,’ as provided in National Policy 12-203 – Management Cease Trade Orders, until the required documents are filed.

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Author

David Palumbo is a partner and Chair of the Corporate Transactions Practice Group in Baker McKenzie's Toronto office. David is a member of the Firm's North American Capital Markets Steering Committee and Global Inclusion, Diversity and Equity Committee. He serves as Chair of the Board of the You Can Play Project, a non-profit organization dedicated to ensuring the inclusion of all in sports. In 2023, David was named as one of Canada's Top 25 Most Influential Lawyers by Canadian Lawyer Magazine.

Author

Francois Desmarais is an associate in the Corporate & Securities Practice Group of Baker McKenzie's Toronto office. As a graduate of the University of Ottawa’s joint JD/MBA program, Francois advised private and public sector organizations on projects relating to business strategy and change management. Prior to joining the Firm as an associate, Francois gained experience in capital markets at a boutique firm.

Author

Grace Kim-Cho is a member of the North America Corporate and Securities Group. Ms. Kim-Cho’s experience encompasses various public and private capital market transactions including public financings, private placements, corporate acquisitions and reorganizations on behalf of Canadian and international issuers and securities dealers.

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