Regulatory Alerts2022-04-07
Draft Regulation to amend Regulation 51-102 respecting Continuous Disclosure Obligations
The regulator amends Regulation 51-102 to require reporting issuers to issue and file news releases on SEDAR announcing the availability of their annual and interim financial statements and MD&A. These new notices must state that documents are accessible at www.sedar.com and provide contact information for obtaining free electronic or paper copies for registered or beneficial owners of non-debt securities. The amendments also modify existing section 4.6 to align its applicability with these new notification requirements and remove references to paper distribution in that context.
REGULATION TO AMEND REGULATION 51-102 RESPECTING CONTINUOUS DISCLOSURE OBLIGATIONS Securities Act (chapter V-1.1, s. 331.1, par. (2) and (4.1))
- Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V-1.1, r. 24) is amended by inserting, after section 4.2, the following: “4.2.1. Access to Annual Financial Statements (1) A reporting issuer must issue and file a news release in accordance with subsection (2) unless the reporting issuer complies with paragraph 4.6(1)(a) or subsection 4.6(5). (2) A reporting issuer that has filed its annual financial statements and MD&A for the annual financial statements on SEDAR, as required by sections 4.1 and 5.1, must 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 annual financial statements and MD&A for the annual financial statements may be obtained, without charge, by a registered holder or beneficial owner of the reporting issuer's securities, other than debt instruments, from [insert contact information for the reporting issuer] by providing the contact person with an email address or address, as applicable.”.”.
- The Regulation is amended by inserting, after section 4.4, the following: “4.4.1. Access to an Interim Financial Report (1) A reporting issuer must issue and file a news release in accordance with subsection (2) unless the reporting issuer complies with paragraph 4.6(1)(b). (2) A reporting issuer that has filed its interim financial report and MD&A for the interim financial report on SEDAR, as required by sections 4.3 and 5.1, must 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 interim financial report and MD&A for the interim financial report may be obtained, without charge, by a registered holder or beneficial owner of the reporting issuer's securities, other than debt instruments, from [insert contact information for the reporting issuer] by providing the contact person with an email address or address, as applicable.”.”.
- Section 4.6 of the Regulation is amended: (1) in paragraph (1):
2 (a) by replacing, in the text preceding subparagraph (a), the words “A reporting issuer” with "Unless the reporting issuer issues and files a news release in accordance with subsections 4.2.1(2) and 4.4.1(2), a reporting issuer”; (b) by deleting, in subparagraph (a), the word “paper”. (2) by replacing, in paragraph (2), “Despite paragraph (1)” with “For the purposes of subsection (1)”. Effective date 4. (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.