Regulatory Alerts2022-04-07
Regulation to Amend Regulation 71-102 Respecting Continuous Disclosure and Other Exemptions Relating to Foreign Issuers
The regulator amends Regulation 71-102 to establish a new section 3.2.1 that permits foreign issuers to satisfy continuous disclosure obligations by issuing a news release on SEDAR announcing the availability of financial statements and MD&A. This provision requires issuers to provide free electronic or paper copies of these documents to security holders within ten calendar days of a request, provided the documents were filed within the preceding year. The amendment also updates cross-references in existing sections to include the new section 3.2.1 and standardizes terminology by replacing 'person or company' with 'person' throughout the specified sections.
REGULATION TO AMEND REGULATION 71-102 RESPECTING CONTINUOUS DISCLOSURE AND OTHER EXEMPTIONS RELATING TO FOREIGN ISSUERS Securities Act (chapter V-1.1, s. 331.1, par. (2) and (4.1))
- Section 3.2 of Regulation 71-102 respecting Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (chapter V-1.1, r. 37) is amended by replacing the words “If a person” with “Except as provided in section 3.2.1, if a person”.
- The Regulation is amended by inserting, after section 3.2, the following: “3.2.1. Access to Financial Statements and MD&A by Canadian Securityholders (1) Despite section 3.2, a person may issue and file a news release in accordance with subsection (2). (2) A person that has filed its financial statements and MD&A on SEDAR, as required by this Regulation, may issue and file a news release on SEDAR on the same day that it has filed the documents that states: (a) in the title that the documents are available, (b) that the documents are accessible at www.sedar.com, and (c) the following: “An electronic or paper copy of the financial statements and MD&A may be obtained, without charge, by a holder of the person’s securities from [insert contact information for the person] by providing the contact person with an email address or address, as applicable.”. (3) If a holder of the person’s securities requests a copy of the financial statements or MD&A from the person, a copy of the document must be sent by the person, within 10 calendar days and without charge, to the holder of the person’s securities at the email address or address specified in the request. (4) A person is not required to send a copy of the financial statements or MD&A under subsection (3) that were filed more than one year before the person receives the request.”.
- Sections 4.3, 4.4, 5.4 and 5.5 of the Regulation are amended by inserting, in paragraph (d) of section 4.3 and paragraph (c) of the other sections and after “section 3.2”, “or 3.2.1”.
- The Regulation is amended by replacing, wherever they appear in sections 1.1, 2.1 to 3.2, 4.7, 4.11, 5.8 and 5.12, the words “person or company” with the word “person”. Effective Date
- (1) This Regulation comes into force on (indicate here the date of coming into force of this Regulation). (2) In Saskatchewan, despite paragraph (1), if this Regulation is filed with the Registrar of Regulations after (indicate here the date of coming into force of this Regulation), this Regulation come into force on the day on which it is filed with the Registrar of Regulations.