Decision No. 2023-PDG-0029: Coordinated General Decision 13-931 Regarding Exemptions from Certain Filing Obligations Due to the Postponed Launch of SEDAR+

DECISION No. 2023-PDG-0029
Coordinated General Decision 13-931 Regarding Exemptions from Certain Filing Obligations in Connection with the Postponed Launch of the System for Electronic Data Analysis, Research and Filing +

Definitions

1. The expressions used in this Decision are defined in the Securities Act, RLRQ, c. V-1.1 (the "Act"), and Regulation 14-101 respecting definitions, RLRQ, c. V-1.1, r. 3.
2. In this Decision:
   "transfer decision" means Coordinated General Decision 13-930 regarding exemptions from certain filing obligations in connection with the launch of the System for Electronic Data Analysis, Research and Filing +, Decision No. 2023-PDG-0024; "Regulation 13-101" means Regulation 13-101 respecting the System for Electronic Data Analysis, Research and Filing (SEDAR), RLRQ, c. V-1.1, r. 2, as it was in force on June 8, 2023; "correlative regulations" means the regulations listed in Appendix A of this Decision.

Context
3. The Pan-Canadian Systems Renewal Program is a project of the Canadian Securities Administrators (the "CSA") aimed at replacing their existing pan-Canadian systems with a centralized system, the System for Electronic Data Analysis, Research and Filing + (SEDAR+). The first phase of SEDAR+ will replace the System for Electronic Data Analysis, Research and Filing (SEDAR), the Database of Trading Prohibitions, the List of Sanctioned Persons, as well as certain filings made using the eServices system of the British Columbia Securities Commission and the Electronic Filing Portal of the Ontario Securities Commission.
4. Upon the launch of SEDAR+, Regulation 13-101 will be repealed and Regulation 13-103 respecting the System for Electronic Data Analysis, Research and Filing + (SEDAR+), RLRQ, c. V-1.1, r. 2.3 (the "Regulation 13-103"), as well as the amendments to the correlative regulations indicated in Appendices C and E of the CSA Notice of Publication: Regulation 13-103 respecting the System for Electronic Data Analysis, Research and Filing + (SEDAR+) published on March 23, 2023, will come into effect on June 9, 2023. Regulation 13-103 will require any person who is obligated or permitted to file certain documents with a securities regulator, or to send them to it, to do so by transmitting them via SEDAR+.
5. In order to allow for the migration of necessary system data, the Autorité des marchés financiers (the "Authority") issued the transfer decision.
6. On June 1, 2023, the CSA announced that the launch of SEDAR+ would be postponed. Consequently, no one will be able to satisfy the obligation, under Regulation 13-103, to file documents with the Authority, or to send them to it, by transmitting them via SEDAR+, nor to comply with certain obligations provided for in the correlative regulations.
7. Appendix B of this Decision includes relevant information regarding filings for each territory, while Appendix A of this Decision includes only the correlative regulations for Quebec. A person intending to rely on the exemptions granted under this Decision must take into account the version of Appendix A for each territory, as applicable.

Decision
Exemption from the obligation to transmit documents via SEDAR+
8. Pursuant to section 263 of the Act and considering that this does not prejudice investor protection, the Authority exempts any person from the obligation, under section 2 of Regulation 13-103, to transmit via SEDAR+ any document that they are obligated or permitted to file with the Authority, or to send to it, provided that they do so in one of the following ways:
a) by complying with Regulation 13-101, if the document is listed in Appendix A of Regulation 13-101 and Quebec constitutes an interested territory (within the meaning of Appendix A of Regulation 13-101) with respect to it, unless the person is a foreign issuer (SEDAR) (within the meaning of Regulation 13-101) that has not filed a notice of election to become an electronic filer (within the meaning of Regulation 13-101) in accordance with section 2.1 of Regulation 13-101; b) in accordance with Appendix B of this Decision, if they are not required to transmit it via SEDAR under paragraph a.

Exemption regarding decisions
9. Pursuant to section 263 of the Act and considering that this does not prejudice investor protection, the Authority exempts any person from the obligation, under paragraph 1 of section 7 of Regulation 13-103, to transmit a document via SEDAR+, provided that they file it via SEDAR.

Exemption for correlative regulations
10. Pursuant to section 263 of the Act and considering that this does not prejudice investor protection, the Authority exempts any person from an obligation under a correlative regulation, provided that they comply with the correlative regulation as it was in force on June 8, 2023.

Payment of system fees
11. Pursuant to section 263 of the Act and considering that this does not prejudice investor protection, the Authority exempts any person who files a document with the Authority, or sends it to it, from the obligation, under section 5 of Regulation 13-102 respecting system fees, RLRQ, c. V-1.1, r. 2.2, to pay system fees via SEDAR+, provided that they pay them via SEDAR.

Revocation of the transfer decision
12. The Authority revokes the transfer decision.

Effective date
13. This General Decision takes effect on June 9, 2023.

Done on June 7, 2023
Louis Morisset
Chief Executive Officer

APPENDIX A
Regulation amending Regulation 11-102 respecting the passport system, RLRQ, c. V-1.1, r. 1 Regulation amending Regulation 41-101 respecting general prospectus requirements, RLRQ, c. V-1.1, r. 14 Regulation amending Regulation 43-101 respecting information concerning mining projects, RLRQ, c. V-1.1, r. 15 Regulation amending Regulation 44-101 respecting the distribution of securities using a simplified prospectus, RLRQ, c. V-1.1, r. 16 Regulation amending Regulation 44-102 respecting the distribution of securities using a preliminary prospectus, RLRQ, c. V-1.1, r. 17 Regulation amending Regulation 45-102 respecting the resale of securities, RLRQ, c. V-1.1, r. 20 Regulation amending Regulation 45-106 respecting prospectus exemptions, RLRQ, c. V-1.1, r. 21 Regulation amending Regulation 45-108 respecting crowdfunding, RLRQ, c. V-1.1, r. 21.02 Regulation amending Canadian Instrument 46-201, Terms of Settlement Applicable to Initial Public Offerings, RLRQ, c. V-1.1, r. 22 Regulation amending Regulation 51-101 respecting information concerning petroleum and natural gas activities, RLRQ, c. V-1.1, r. 23 Regulation amending Regulation 51-102 respecting continuous disclosure obligations, RLRQ, c. V-1.1, r. 24 Regulation amending Regulation 51-105 respecting issuers listed on U.S. over-the-counter markets, RLRQ, c. V-1.1, r. 24.1 Regulation amending Regulation 52-112 respecting information concerning financial measures not in accordance with GAAP and other financial measures, RLRQ, c. V-1.1, r. 28.1 Regulation amending Regulation 54-101 respecting communication with beneficial owners of securities of an issuer, RLRQ, c. V-1.1, r. 29 Regulation amending Canadian National Instrument 55-102, System for Electronic Disclosure by Insiders (SEDI), RLRQ, c. V-1.1, r. 30 Regulation amending Regulation 55-104 respecting insider reporting requirements and exemptions, RLRQ, c. V-1.1, r. 31 Regulation amending Regulation 58-101 respecting information concerning governance practices, RLRQ, c. V-1.1, r. 32 Regulation amending Regulation 62-104 respecting takeover bids and issuer bids, RLRQ, c. V-1.1, r. 35 Regulation amending Regulation 81-101 respecting the mutual fund prospectus system, RLRQ, c. V-1.1, r. 38 Regulation amending Regulation 81-106 respecting continuous disclosure of investment funds, RLRQ, c. V-1.1, r. 42 Regulation respecting continuous disclosure of development capital investment funds, RLRQ, c. V-1.1, r. 46

APPENDIX B
Territories General Filing Methods Exceptions to General Filing Methods British Columbia cutover@bcsc.bc.ca The following documents must be filed using the eServices system:

• applications other than for partial or full relief, or applications for limited trading prohibitions for executives;
• placement declarations with exemption1 and related documents required2
  Alberta transition@asc.ca Applications addressed to the Commission or the Executive Director must be sent to legalapplications@asc.ca Saskatchewan corpfin@gov.sk.ca N/A Manitoba securities@gov.mb.ca N/A 1 Including placement declarations with exemption under Regulation 45-106 respecting prospectus exemptions, Regulation 45-110 respecting prospectus and registration exemptions for crowdfunding of start-up enterprises, RLRQ, c. V-1.1, r. 21.03, British Columbia National Instrument 45-501 Rights Offerings, etc. 2 For example, a technical report, an offering notice, and notifications under Regulation 45-106 respecting prospectus exemptions.

Territories General Filing Methods Exceptions to General Filing Methods Ontario Ontario Securities Commission Electronic Filing Portal:
https://www.osc.gov.on.ca/filings
N/A
Quebec For investment funds:
Fonds_dinvestissement@lautorite.qc.ca
For all other files:
Dispenses.passeport@lautorite.qc.ca
Documents relating to an eligible transaction of a start-up capital company (SCC) must be filed by email to the general address or in paper format at 800, rue du Square-Victoria, 22nd floor, P.O. Box 246, Place Victoria, Montreal (Quebec) H4Z 1G3 New Brunswick transition@fcnb.ca Documents of corporations or community economic development cooperatives (CEDCs) (forms prescribed by Local Rule 45-509) must be filed by email to the general address or in paper format at 300-85 Charlotte Street, Saint John, NB E2L 2J2 Nova Scotia NSSC_Corp_Finance@novascotia.ca Applications other than for partial or full relief must be addressed to NSSCEXEMPTIONS@novascotia.ca Prince Edward Island ccis@gov.pe.ca

Territories General Filing Methods Exceptions to General Filing Methods Newfoundland and Labrador SecuritiesExemptions@gov.nl.ca N/A Yukon securities@yukon.ca N/A Northwest Territories Securitiesregistry@gov.nt.ca N/A Nunavut securities@gov.nu.ca N/A