In response to the COVID-19 pandemic, on March 18, 2020, the Canadian Securities Administrators ("CSA") announced in a news release that they will be publishing a blanket order granting a 45-day extension to the filing deadlines for certain periodic filings required to be made on or before June 1, 2020 by reporting issuers, investment funds, registrants, certain regulated entities and designated rating organizations.
The extension to be granted under the blanket relief will apply to financial statements, management's discussion and analysis ("MD&A"), management reports of fund performance, annual information forms ("AIFs"), technical reports and certain other filings.
The blanket relief is a departure from guidance published by the CSA earlier in the week, which encouraged reporting issuers who anticipate being unable to file their annual or interim financial statements by their prescribed deadline to consider applying for a management cease-trade order (a "MCTO"). The CSA has now confirmed that reporting issuers electing to rely on the blanket relief will not need to apply for a MCTO if they foresee being unable to file annual or interim financial statements by their prescribed deadline due to the COVID-19 pandemic, as they will not be noted in default.
The CSA expects to publish further details about the blanket relief shortly.
Reporting issuers planning to rely on the blanket relief will need to consider how doing so might impact related obligations, including:
- the prescribed deadline to call an annual meeting of shareholders under the issuer's applicable corporate legislation;
- the content of the disclosure to be included in the filing as a result of any COVID-19 related impacts arising after the prescribed filing deadline, including updated risk factors in AIFs and subsequent event disclosure, updated going concern analysis and potential asset impairment in financial statements and related MD&A;
- whether a delayed filing made in reliance on the blanket relief might be considered an event of default under any of the issuer's credit facilities or other material contracts; and
- the effect of the delayed filing on the issuer's blackout periods restricting trading by insiders and discussions with capital markets participants.
The members of the MLT Aikins COVID-19 governance & disclosure team are ready to assist your organization with any of the foregoing regulatory matters or other governance, disclosure and general securities law issues that may arise in connection with the COVID-19 pandemic.
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