On May 20, 2020, Canadian Securities Administrators (CSA) issued a news release to announce that the CSA has published new local blanket orders (New Blanket Orders) for market participants that provide a 45-day extension for periodic filings normally required to be made by non-investment fund issuers between June 2, 2020 and August 31, 2020 and provide a 60-day extension for periodic filings normally required to be made by investment fund issuers between June 2, 2020 and September 30, 2020. Market participants need to comply with the conditions set out in the New Blanket Orders to use the extensions.
The CSA had previously published local blanket orders (Original Blanket Orders) for market participants that provided a 45-day extension for periodic filings normally required to be made by market participants between March 23, 2020 and June 1, 2020. The New Blanket Orders do not provide a further extension of any deadline that was previously extended under an Original Blanket Order.
The New Blanket Orders are substantially harmonized across the country. Market participants can view the New Blanket Orders on CSA members’ websites.
The set of new blanket orders consists of:
- Temporary Exemption from Certain Corporate Finance Requirements with Deadlines during the Period from June 2 to August 31, 2020 (New Corporate Finance Relief Order)
- Extension of Certain Filing, Delivery and Prospectus Renewal Requirements of Investment Funds with Deadlines during the period from June 2 to September 30, 2020 (New Investment Fund Relief Order)
Details of the Original Blanket Orders and instructions on how to use the New Investment Fund Relief Order and New Corporate Finance Relief Order can be found in our Timely Disclosure article issued on March 24, 2020.
Issuers that have used the Original Blanket Orders to extend any filing, delivery or prospectus renewal deadline occurring on or before June 1, 2020 cannot use the New Blanket Orders to further extend the deadline.
The CSA release advised that the CSA will consider applications for a management cease trade order (MCTO) by non-investment fund issuers that used the Original Blanket Orders and are unable to comply with their filing or delivery obligations by their extended deadline, but anticipate being able to comply shortly thereafter. CSA members will likely reduce the usual period of an MCTO to take into account the 45-day extension.
Issuers who intend to rely on the exemptions in the New Blanket Orders should consider their obligations to provide disclosure materials, including financial statements under any existing contractual obligations as well as the events of default, covenants and other terms of any contracts including debt instruments.
Additional Fasken resources that may also be helpful to issuers include:
- Canadian Securities Regulators Provide Guidance on Public Disclosure in Time of COVID-19
- Several Issuers Using CSA’s Local Blanket Relief From Reporting Deadlines
- Update – Public Disclosure in the Time of COVID-19
- CSA Provides Guidance on Previously Announced Blanket Orders in Response to COVID-19
- Canadian Securities Regulators Publish Local Blanket Relief Orders to Provide Market Participants Relief from Reporting Deadlines during COVID-19
- Risk Factors and Disclosure in the Time of COVID-19