Further to its announcement on March 18, the Canadian Securities Administrators (CSA) announced on March 23, 2020 a temporary blanket relief for market participants from certain regulatory filings, as a result of COVID-19. The blanket relief provides a 45-day extension for periodic filings normally required to be made by issuers, investment funds, registrants, certain regulated entities and designated rating organizations on or before June 1, 2020 and for certain other requirements outlined in the orders. Market participants need to comply with the conditions in the blanket relief to use the extension.
The CSA is implementing the relief through local blanket orders that are substantially harmonized across the country. Market participants can view these orders on CSA members’ websites and are encouraged to contact their principal regulator with any questions.
The Ontario Securities Commission (OSC) published on March 23, 2020 a Notice of General Order Ontario Instrument 25-502 Temporary exemption from certain reporting requirements for Regulated Entities carrying on business in Ontario. As a result of the Coronavirus pandemic the OSC is providing temporary relief from certain regulatory filing requirements under Ontario securities law and Ontario commodity futures law that apply to marketplaces, as defined in subsection 1(1) of the Securities Act (Ontario) (“OSA”), clearing agencies, as defined in subsection 1(1) of the OSA, designated trade repositories, as defined in subsection 1(1) of the OSA, designated information processors, as defined in subsection 1(1) of the OSA, and commodity futures exchanges, as defined in subsection 1(1) of the Commodity Futures Act (Ontario) (“CFA”) (the “Regulated Entities”).
Order 25-502 provides that any Regulated Entity carrying on business in Ontario that would be required to provide the Commission with certain documents or other information specified in the order including financial statements between the date of the order and June 1, 2020 is exempt from the requirement, provided that the Regulated Entity:
- Provides the Commission with the documents or other information no later than 45 days after the original due date for the documents or information; and
- Discloses to the Commission that it is relying on the order and states the reasons why it could not submit the document or information by the original due date.
The Order 25-502 comes into effect on March 23, 2020, and remains in effect for a period of 120 days.
For more information see: https://www.osc.gov.on.ca/documents/en/Securities-Category2/rule_20200323_25-502_general-order-temporary-exemption-reporting-requirements-regulated-entities.pdf
The OSC published a second order on March 23, 2020, Notice of General Order Ontario 81-503 Extension of Certain Filing, Delivery and Prospectus Renewal Requirements of Investment Funds. Order 81-503 provides temporary relief from certain requirements under Ontario securities law that apply to investment funds, as defined in subsection 1(1) of the Securities Act (Ontario). Order 81-503 provides that:
- certain filing and delivery obligations of investment funds under securities legislation, where the obligations are required to be met during the period from March 23, 2020 to June 1, 2020, are extended for a period of 45 days; and
- certain investment funds distributing securities under a prospectus with a lapse date during the period from March 23, 2020 to June 1, 2020 will have the lapse date extended for a period of 45 days.
The relief provided above is includes the following terms and conditions:
- any investment fund relying on the order must, as soon as reasonably practicable, notify the Director of the Investment Funds and Structured Products Branch by email at IFSPDirector@osc.gov.on.ca stating that the investment fund is relying on the order and each applicable requirement for which it is relying on the order; and
- an investment fund relying on the order must, as soon as reasonably practicable, post a statement on its public website, or the public website of its investment fund manager, stating that the investment fund is relying on the order and each applicable requirement for which it is relying on the order.
Order 81-503 comes into effect on March 23, 2020, and remains in effect for a period of 120 days.
For more information see: https://www.osc.gov.on.ca/en/SecuritiesLaw_rule_20200323_81-503_general-order-extension-investment-funds.htm
The OSC also published on March 23, 2020, a third order Ontario Instrument 51-502 Temporary Exemption from Certain Corporate Finance Requirements providing issuers and designated rating organizations with temporary relief from certain requirements of Ontario securities law. Order 51-502 provides that:
- A person or company required to make an annual or interim filing listed in the order (financial statements and MD&A) , or to send or deliver a document listed in the order, during the period from March 23, 2020 to June 1, 2020, has an additional 45 days from the deadline otherwise applicable under Ontario securities law to make the filing or to send or deliver the document, provided that certain conditions set out in the order are satisfied;
- A person or company required to make a continuous disclosure filing listed in the order (financial disclosure), or to send or deliver a document listed the order, during the period from March 23, 2020 to June 1, 2020, has an additional 45 days from the deadline otherwise applicable under Ontario securities law to make the filing or to send or deliver the document, subject to a condition set out in the order;
- A person or company required to make a filing listed in the order (financial disclosure) relating to an exempt distribution or to a designated rating organization, or to send or deliver a document listed the order, during the period from March 23, 2020 to June 1, 2020, has an additional 45 days from the deadline otherwise applicable under Ontario securities law to make the filing or to send or deliver the document, provided that certain conditions set out in the order are satisfied; and
- A person or company subject to a lapse date for a final base shelf prospectus referred to in the order, that occurs during the period from March 23, 2020 to June 1, 2020, may add an additional 45 days to that lapse date, provided that certain conditions set out in the order are satisfied.
Order 51-502 comes into effect on March 23, 2020, and remains in effect for a perod of 120 days.
For more information please see: https://www.osc.gov.on.ca/documents/en/Securities-Category5/sn_20200323_51-502_general-order-temporary-exemption-certain-corporate-finance-requirements.pdf
For more information, please call Barbara Hendrickson at BAX Securities Law (416) 601 -1004.
This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.
