Decision No. 2023-PDG-0033: Coordinated General Decision 13-932 Regarding Exemptions from Certain Filing Obligations Related to the Launch of SEDAR+

DECISION No. 2023-PDG-0033
Coordinated General Decision 13-932 regarding exemptions from certain filing obligations related to the launch of the System for Electronic Data Analysis and Research +

Definitions

1. The expressions used in this decision are defined in the Securities Act, RLRQ, c. V-1.1 (the "ASA"), and in Regulation 14-101 respecting definitions, RLRQ, c. V-1.1, r. 3.
2. In this decision, the following terms apply:
   "end date of the transition": the earlier of the following two dates: (A) the date on which SEDAR+ becomes available for filings and (B) July 28, 2023; "general decision on postponement": Coordinated General Decision 13-931 regarding exemptions from certain filing obligations related to the postponed launch of the System for Electronic Data Analysis and Research +, decision no. 2023-PDG-0029; "transition period": the period extending from July 21, 2023 to the end date of the transition.

Context
3. The Pan-Canadian System Renewal Program is a project of the CSA aimed at replacing existing pan-Canadian systems with a centralized system, the System for Electronic Data Analysis and Research + (SEDAR+). The first phase of SEDAR+ will replace the System for Electronic Data Analysis and Research (SEDAR), the Database of Trading Bans, 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. On June 1, 2023, the CSA announced that the launch of SEDAR+ would be postponed.
5. On June 9, 2023, Regulation 13-101 respecting the System for Electronic Data Analysis and Research (SEDAR), RLRQ, c. V-1.1, r. 2, was repealed and Regulation 13-103 respecting the System for Electronic Data Analysis and Research + (SEDAR+), RLRQ, c. V-1.1, r. 2.3 (the "Regulation 13-103"), was adopted. Regulation 13-103 requires any person who is obligated or permitted to file certain documents with the securities regulatory authority, or to send them to it, to do so by transmitting them via SEDAR+. The general decision on postponement grants exemptions from certain obligations under Regulation 13-103 to address the postponement of the SEDAR+ launch.
6. The CSA intends to launch SEDAR+ on July 25, 2023. In order to allow for the migration of necessary system data, SEDAR and SEDAR+ will not be available for filings during the transition period.
7. During the transition period, filers will be unable to comply with the obligation, under Regulation 13-103, to file documents with the Autorité des marchés financiers (the "Authority") or to send them to it by transmitting them via SEDAR+, and to comply with the conditions of the exemptions provided in the general decision on postponement to transmit documents via SEDAR.
8. This decision does not exempt filers from the obligations to publish press releases or transmit documents to security holders under securities legislation.

Decision
Exemption from the obligation to file or send documents during the transition period
9. Pursuant to section 263 of the ASA and considering that this does not prejudice the protection of investors, the Authority exempts any person required to transmit a document via SEDAR+ in accordance with Regulation 13-103 from the obligation, under securities legislation, to file it with the Authority or send it to it during the transition period, provided that it files or sends it by this means no later than 2 business days after the end date of the transition.

Exemption from the obligation to transmit documents via SEDAR+ during the transition period
10. Pursuant to section 263 of the ASA and considering that this does not prejudice the protection of investors, the Authority exempts any person from the obligation, provided for in section 2 of Regulation 13-103, to transmit documents via SEDAR+ during the transition period, provided that it files them with the Authority, or sends them to it, by transmitting them as follows:
a) in accordance with the Annex to this decision; and b) via SEDAR+ no later than 2 business days after the end date of the transition.

Prospectus and the passport regime
11. Pursuant to section 263 of the ASA and considering that this does not prejudice the protection of investors, the Authority exempts any person from the obligation provided for in paragraph b of subsection 1 of section 3.3 of Regulation 11-102 respecting the passport system, RLRQ, c. V-1.1, r. 1 (the "Regulation 11-102"), during the transition period, provided that it meets the following conditions:
a) it files the preliminary prospectus in accordance with paragraph a of section 10 of this decision, and informs the Authority by cover letter that this filing is made under Regulation 11-102; b) at the time of filing the preliminary prospectus via SEDAR+, it indicates that it relies on Regulation 11-102 for this purpose.
12. Pursuant to section 263 of the ASA and considering that this does not prejudice the protection of investors, the Authority exempts any person from the obligation provided for in paragraph b of subsection 2 of section 3.3 of Regulation 11-102 during the transition period, provided that it meets the following conditions:
a) it files the prospectus in accordance with paragraph a of section 10 of this decision, and informs the Authority by cover letter that this filing is made under Regulation 11-102; b) at the time of filing the prospectus via SEDAR+, it indicates that it relies on Regulation 11-102 for this purpose.

Effective date
13. This decision takes effect on July 21, 2023.

Made on July 11, 2023
Marie-Claude Soucy
Acting President and Chief Executive Officer

ANNEX
Territories General filing methods Exceptions to general filing methods British Columbia cutover@bcsc.bc.ca Applications other than for partial or full exemptions, and applications for limited trading bans on directors, must be filed via the eServices system.
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 Ontario For investment funds: IF_SEDARplus_cutover@osc.gov.on.ca For all other files: CF_SEDARplus_cutover@osc.gov.on.ca N/A Quebec For investment funds: Fonds_dinvestissement@lautorite.qc.ca For all other files: Dispenses.passeport@lautorite.qc.ca Documents related to an eligible transaction of a venture capital corporation (VCC) must be filed by email to the general email address or in paper format at 800, rue du Square-Victoria, office 2200, Montreal (Quebec) H3C 0B4 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 email address or in paper format at 85, rue Charlotte, office 300, Saint John (New Brunswick) E2L 2J2 Nova Scotia NSSC_Corp_Finance@novascotia.ca Applications other than for partial or full exemptions must be addressed to NSSCEXEMPTIONS@novascotia.ca Prince Edward Island ccis@gov.pe.ca N/A 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