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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