THE SECURITIES ACT                             )                                   Order No. 7619

Subsection 20(1)                                            )

)                                   Date: May 11, 2023

Coordinated Blanket Order 13-930

Re Exemptions from certain filing requirements in connection with the launch of the System for Electronic Data Analysis and Retrieval +

WHEREAS

(A)        The Manitoba Securities Commission (the Commission) seeks to clarify the Exemptions from certain filing requirements in connection with the launch of the System for Electronic Data Analysis and Retrieval +.

Definitions

(B)         Terms defined in the Securities Act (Manitoba) (the Act) and National Instrument 14-101 Definitions have the same meanings in this order.

(C)         In this order:

“cutover period” means the period beginning on June 9, 2023 and ending on the cutover end date;

“cutover end date” means the earlier of the date on which SEDAR+ becomes available for filing and June 16, 2023.

Background

(D)        The National Systems Renewal Program is an initiative of the CSA that will replace existing CSA national systems with a centralized system, the System for Electronic Data Analysis and Retrieval + (SEDAR+). The first phase of SEDAR+ will replace the System for Electronic Document Analysis and Retrieval (SEDAR), the National Cease Trade Order Database, the Disciplined List, and certain filings in the British Columbia Securities Commission’s eServices system and the Ontario Securities Commission’s electronic filing portal.

(E)              In connection with the launch of SEDAR+, the Commission is adopting National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (NI 13-103). NI 13-103 will require a person or company to transmit through SEDAR+ certain documents required or permitted under securities legislation to be filed with or delivered to a securities regulatory authority or regulator.

(F)               Subject to all necessary approvals, the Commission expects that, on June 9, 2023, NI 13-103 will come into force and National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) will be repealed. Accordingly, as of June 9, 2023, SEDAR will no longer be available for filing.

(G)             In order to accommodate the transfer of required system data, SEDAR+ will not be available during the cutover period.

(H)             During the cutover period, filers will not be able to comply with the requirement in NI 13-103 to file a document with, or deliver a document to, the securities regulatory authority or regulator by transmitting it through SEDAR+.

(I)                 This order does not relieve a filer from any requirement under securities legislation to issue a news release or deliver a document to securityholders.

(J)                 The Commission is of the opinion that it would not be prejudicial to the public interest to make this order.

IT IS ORDERED:

Exemption from the requirement to file or deliver a document during the cutover period

1.      THAT, under subsections 20(1), and section 131 of the Act that, in respect of a document that is required to be transmitted through SEDAR+ under NI 13-103, a person or company is exempt from the requirement to file the document with, or deliver the document to, the securities regulatory authority or regulator under securities legislation during the cutover period, provided that the person or company files or delivers the document through SEDAR+ no later than 2 business days after the cutover end date.

Exemption from the requirement to transmit a document through SEDAR+ during the cutover period

2.      THAT, under subsection 20(1) of the Act that a person or company is exempt from the requirement in section 2 of NI 13-103 to transmit a document through SEDAR+ during the cutover period, provided that the person or company transmits the document to the securities regulatory authority or regulator

(a)   as set out in the Appendix to this order, and

(b)   through SEDAR+ no later than 2 business days after the cutover end date.

Deemed issuance of receipt

3.      THAT, under subsection 20(1) of the Act the Act that a person or company is exempt from the requirement in paragraph 3.3(1)(b) of Multilateral Instrument 11- 102 Passport System (MI 11-102) during the cutover period, provided the person or company

(a)   files the preliminary prospectus in accordance with paragraph 2(a) of this order, and advises the regulator in a cover letter that the person or company is filing the preliminary prospectus under MI 11-102, and

(b)   at the time of filing the preliminary prospectus through SEDAR+, indicates that the person or company is filing the preliminary prospectus under MI 11- 102.

4.      THAT, under subsection 20(1) of the Act that a person or company is exempt from the requirement in paragraph 3.3(2)(b) of MI 11-102 during the cutover period, provided the person or company

(a)   files the prospectus in accordance with paragraph 2(a) of this order, and advises the regulator in a cover letter that the person or company is filing the prospectus under MI 11-102, and

(b)   at the time of filing the prospectus through SEDAR+, indicates that the person or company is filing the prospectus under MI 11-102.

Effective date

5.      THAT, this order comes into effect on May 11, 2023.

BY ORDER OF THE COMMISSION

   Director

APPENDIX