March 23, 2023 Introduction
The Canadian Securities Administrators (the CSA or we) are adopting National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (NI 13-103) and Companion Policy 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (13- 103CP). This Notice should be read together with the CSA notice relating to the repeal and replacement of Multilateral Instrument 13-102 System Fees for SEDAR and NRD (MI 13-102), which is also being published today.
We are making consequential amendments and changes to existing instruments and policies as set out in Annex E.
We are repealing National Instrument 13-101 System for Electronic Document Analysis and Retrieval (NI 13-101), which includes the repeal of the SEDAR Filer Manual.
In this Notice, we refer to the adoption of NI 13-103 and 13-103CP, the repeal of NI 13-101 and the SEDAR Filer Manual, and the consequential amendments and changes to existing instruments and policies, collectively, as the Amendments.
Provided all necessary Ministerial approvals are obtained, the Amendments will come into force on June 9, 2023 in all CSA jurisdictions.
The text of the Amendments is published with this Notice and is also available on the websites of the following CSA jurisdictions:
www.bcsc.bc.ca www.albertasecurities.com www.fcaa.gov.sk.ca www.mbsecurities.ca www.osc.ca www.lautorite.qc.ca www.fcnb.ca nssc.novascotia.ca
Substance and Purpose
The National Systems Renewal Program (NSRP) is an initiative of the CSA that will replace existing CSA national systems with a centralized CSA IT system, System for Electronic Data Analysis and Retrieval + (SEDAR+).
The first phase of NSRP replaces the System for Electronic Document Analysis and Retrieval (SEDAR), the National Cease Trade Order (CTO) 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. Accordingly, filings made by issuers, including foreign issuers, will be made in SEDAR+ once the Amendments become effective. We expect that future phases of NSRP will incorporate into SEDAR+ those filings made by insiders, registrants, derivatives market participants, marketplaces, self-regulatory bodies and clearing agencies.
NI 13-103 provides the requirement that filers must transmit electronically through SEDAR+ each document required or permitted to be filed with or delivered to a securities regulatory authority or regulator under securities legislation. NI 13-103 also requires filers to complete a current profile containing the information specified in SEDAR+. Certain types of documents will never be filed or delivered through SEDAR+, as specified in subsections 3(a) to (g) of NI 13-
103. These include documents filed or delivered in connection with a hearing, compliance review, proceeding or investigation.
As part of the phased implementation of SEDAR+, NI 13-103 does not apply to certain documents, referred to in Column A of the Appendix to NI 13-103, which we expect to bring into SEDAR+ in a future phase of NSRP. Column B of the Appendix provides for an exception for certain types of filers – mainly issuers – that are nevertheless required to file such documents in SEDAR+ at this time.
CP 13-103 provides guidance to market participants on how we will apply and interpret certain provisions of NI 13-103, including guidance on a number of system-related matters, determining jurisdiction for the payment of system fees, and the public accessibility of documents in SEDAR+.
SEDAR+ will offer online help to guide filers in navigating and using the system. This online help feature will replace the SEDAR Filer Manual.
Anticipated Costs and Benefits
SEDAR+ will provide more secure, single-window access for market participants to file documents and pay fees. The filing process will be more uniform, and the system will enforce modern access controls and expand public search functionality. Some filers may have to adapt their internal processes and systems.
We believe that the benefits of a modernized, more secure and centralized system with improved search capabilities will outweigh the associated costs.
Background
The CSA published the proposed NI 13-103 and CP 13-103 for a 90-day comment period on May 2, 2019.
Summary of Written Comments
The comment period expired on July 31, 2019. We received 9 submissions from commenters on the proposed Amendments. Several of these submissions combined comments on the proposed Amendments with comments on the proposed repeal and replacement of MI 13-102, or provided comments on the system design and functionality. We have considered all of the comments received and thank the commenters for their input. The names of the commenters are contained in Annex C and summary of the comments, together with our responses, is contained in Annex
D. The comment letters can be viewed on the websites of the Alberta Securities Commission at www.albertasecurities.com, Ontario Securities Commission at www.osc.ca and Autorité des marchés financiers at www.lautorite.qc.ca.
Summary of Changes Since Publication for Comment
Since the publication for comment, we removed the requirement in NI 13-103 that a person or company must not have more than one profile in SEDAR+, as the system has been designed to handle profile administration and potential duplication administratively.
We have made some changes to section 3 of NI 13-103 and clarified a number of provisions of the Appendix to NI 13-103, in each case to accurately reflect the scope of filings permitted in SEDAR+.
Finally, we changed references to “the Renewed System” to “SEDAR+” to reflect the name of the system.
After considering the written comments received, we made one change to CP 13-103, to broaden the limited circumstances in which the CSA will consider changing the access status of a document from public to private in SEDAR+ without a formal request for confidentiality. The provision now includes all circumstances where a filer is entitled to file a redacted version of a material contract or agreement, and transmits a non-redacted version in error. This would include technical software errors in electronic redaction software, as well as other errors.
Consequential Amendments
The Amendments will update certain existing instruments and policies to remove references to SEDAR and include necessary references to SEDAR+, where appropriate. In many cases, the amendments involve revising or deleting references to format, electronic or otherwise. In certain instruments, we are making housekeeping amendments, such as repealing or deleting transitional provisions that are no longer applicable and correcting grammatical or typographical errors. In these limited cases, the changes are not related to SEDAR+.
Withdrawal and Revision of CSA Notices and CSA Staff Notices
As a result of the Amendments, we are withdrawing a number of CSA Notices and CSA Staff Notices that are no longer required.
Also, we are publishing concurrently with this Notice a list of CSA Staff Notices that will be revised to change references to SEDAR to SEDAR+, and to provide guidance on how to file certain documents on SEDAR+.
The list of CSA Notices and CSA Staff Notices being withdrawn and revised can be found in Annex F.
Local Matters
Annex G is being published in any local jurisdiction that is making related changes to local securities laws, including local notices or other policy instruments in that jurisdiction. It also includes any additional information that is relevant to that jurisdiction only.
List of Annexes
The notice contains the following annexes:
• Annex A – NI 13-103
• Annex B – CP 13-103
• Annex C – List of commenters
• Annex D – Summary of comments and CSA responses
• Annex E – Consequential amendments to instruments and policies
• Annex F – Withdrawal and revision of CSA staff notices
• Annex G – Local matters
Questions
Please refer your questions to any of the following:
British Columbia Securities Commission Victoria Steeves
Senior Legal Counsel, Corporate Finance 604-899-6791
British Columbia Securities Commission Laura Lam
Senior Legal Counsel, Corporate Finance 604-899-6792
Alberta Securities Commission Lanion Beck
Senior Legal Counsel 403-355-3884
Manitoba Securities Commission Arian Poushangi
Legal Counsel 204-945-1513
Ontario Securities Commission Melissa Taylor
Senior Legal Counsel, Corporate Finance 416-596-4295
Autorité des marchés financiers Sylvia Pateras
Senior Legal Counsel, Legal Affairs 514-395-0337 ext. 2536
Financial and Consumer Services Commission
Frank McBrearty
Manager of Corporate Finance 506-658-3119
Nova Scotia Securities Commission Doug Harris
General Counsel, Director of Market Regulation and Policy and Secretary 902-424-4106
ANNEX A
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-1
(Section 149.1, The Securities Act)
NATIONAL INSTRUMENT 13-103
SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+)
Definitions and Interpretation 1.(1) In this Instrument:
“deliver” includes deposit, furnish, provide, send or submit;
“document” includes information and material that is required or permitted to be filed with or delivered to a securities regulatory authority or regulator;
“profile” means a set of information providing a profile of a person or company;
“SEDAR+” means the system for the transmission of documents known as the System for Electronic Data Analysis and Retrieval +.
1.(2) In this Instrument, a reference to a document that is permitted to be filed includes an application for a decision of the regulator or securities regulatory authority.
Transmission of documents through SEDAR+
2. Subject to section 3, if a person or company is required or permitted, under securities legislation or under a decision of the securities regulatory authority or regulator, to file a document with, or deliver a document to, the securities regulatory authority or regulator, the person or company must file or deliver the document by transmitting it through SEDAR+.
Transmission of documents outside of SEDAR+
3. Unless a decision made under securities legislation provides for filing or delivery through SEDAR+, a person or company must not file or deliver the following through SEDAR+:
(a) a document required or permitted to be filed with or delivered to the securities regulatory authority or regulator in connection with a hearing, compliance review, proceeding or investigation;
(b) a letter required to be delivered under subsection 4.11(8) or (9) of National Instrument 51-102 Continuous Disclosure Obligations;
(c) a Form 51-102F3 Material Change Report filed on a confidential basis under subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations, subsection 11.2(2) of National Instrument 81-106 Investment Fund Continuous Disclosure or, in Ontario, subsection 75(3) of the Securities Act (Ontario);
(d) a notice under subsection 7.1(5) of National Instrument 51-102 Continuous Disclosure Obligations, subsection 11.2(4) of National Instrument 81-106 Investment Fund Continuous Disclosure or, in Ontario, subsection 75(4) of the Securities Act (Ontario);
(e) a notice under subsection 13.2(2) of National Instrument 51-102 Continuous Disclosure Obligations;
(f) a notice under subsection 5(1) or 6(1) of National Instrument 52-108 Auditor Oversight;
(g) a Form 62-104F1 Take-Over Bid Circular filed by an offeror in respect of a take-over bid to acquire securities of an issuer that is not a reporting issuer and that has not filed a profile under subsection 4(1);
(h) a notice under subsection 18.6(2) of National Instrument 81-106 Investment Fund Continuous Disclosure;
(i) a document that a person or company is required or permitted to file or deliver pursuant to a provision of, or a decision of the securities regulatory authority or regulator issued in respect of, securities legislation listed in Column A of the Appendix, other than the exceptions listed in Column B of the Appendix.
Profile requirements
4.(1) Before a person or company transmits a document through SEDAR+ for the first time, the person or company must file a profile by transmitting it through SEDAR+.
4.(2) If information contained in a profile becomes inaccurate, the person or company must file an updated profile with the accurate information by transmitting it through SEDAR+ at the earlier of
(a) the next time the person or company transmits a document through SEDAR+ after the date on which the person or company knew or reasonably should have known that the information contained in the profile is inaccurate, and
(b) 10 days after the date on which the person or company knew or reasonably should have known that the information contained in the profile is inaccurate.
Payment of fees
5.(1) At the time that a person or company transmits a document through SEDAR+, a person or company must pay through SEDAR+
(a) the prescribed fee for that document, other than a fee prescribed under Multilateral Instrument 13-102
System Fees or, in Manitoba, an equivalent regulation, to the securities regulatory authority or regulator, and
(b) the fee for that document prescribed under Multilateral Instrument 13-102 System Fees or, in Manitoba, an equivalent regulation, to the person or company’s principal regulator if the principal regulator is the securities regulatory authority in the local jurisdiction.
5.(2) For the purposes of subsection (1), if the person or company is transmitting through SEDAR+ a document to which Multilateral Instrument 11-102 Passport System applies, “principal regulator” has the meaning set out in Part 3, 4, 4A, 4B or 4C of Multilateral Instrument 11-102 Passport System, as applicable.
5.(3) For the purposes of subsection (1), if the person or company is transmitting through SEDAR+ a document to which Multilateral Instrument 11-102 Passport System does not apply, the principal regulator is the securities regulatory authority or regulator that would be the principal regulator if Part 3 of Multilateral Instrument 11-102 Passport System applied.
5.(4) Despite subsection (3), if the person or company is transmitting through SEDAR+ a Form 45- 106F1 Report of Exempt Distribution, and the person or company does not have a head office in Canada or is an investment fund with an investment fund manager that does not have a head office in Canada, the principal regulator is the securities regulatory authority or regulator of the jurisdiction with which the person or company has the most significant connection.
Temporary hardship exemption
6.(1) If technical difficulties prevent a person or company from transmitting a document through SEDAR+ within the time required or permitted under securities legislation, the person or company may file the document with or deliver the document to the securities regulatory authority or regulator outside of SEDAR+ no later than 2 business days after the date on or by which the person or company was required or permitted to file the document with, or deliver the document to, the securities regulatory authority or regulator.
6.(2) A person or company must include the following legend in capital letters at the top of the first page of a document filed or delivered outside of SEDAR+ in reliance on subsection (1):
IN ACCORDANCE WITH SECTION 6 OF NATIONAL INSTRUMENT 13-103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+), THIS [SPECIFY DOCUMENT] IS BEING FILED OR DELIVERED OUTSIDE OF SEDAR+ UNDER A TEMPORARY HARDSHIP EXEMPTION
6.(3) If a person or company files or delivers a document to the securities regulatory authority or regulator in the manner and within the time prescribed by this section, the person or company is exempt from the requirement to file or deliver the document by the date prescribed in securities legislation.
6.(4) If a person or company files or delivers a document to the securities regulatory authority or regulator outside of SEDAR+ in reliance on this section, the person or company must transmit the document to the securities regulatory authority or regulator through SEDAR+ as soon as practicable and in any event within 3 business days of the date on which the technical difficulties have been resolved, and must include the following legend in capital letters at the top of the first page of the document :
THIS DOCUMENT IS A COPY OF [SPECIFY DOCUMENT] FILED WITH OR DELIVERED TO [LIST ALL SECURITIES REGULATORY AUTHORITIES OR REGULATORS WITH WHOM THE DOCUMENT WAS FILED OR TO WHOM IT WAS DELIVERED] ON [DATE] UNDER A TEMPORARY HARDSHIP EXEMPTION UNDER SECTION 6 OF NATIONAL INSTRUMENT 13-103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+).
Decisions
7.(1) Despite paragraph 3(i), if a decision made under securities legislation requires a person or company to file a document with, or deliver a document to, the securities regulatory authority or regulator through the System for Electronic Document Analysis and Retrieval (SEDAR), the person or company must file or deliver the document by transmitting it through SEDAR+.
7.(2) In British Columbia, subsection (1) does not apply.
Exemptions
8.(1) The securities regulatory authority or regulator may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.
8.(2) Despite subsection (1), in Ontario only the regulator may grant an exemption from this Instrument.
8.(3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.
Repeal of former instrument
9. National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) is repealed.
Effective date
10. This Instrument comes into force on June 9, 2023.
11. In Saskatchewan, despite section 10, if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
APPENDIX TO
NATIONAL INSTRUMENT 13-103
SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+)
Securities legislation pursuant to which documents must not be transmitted through SEDAR+
(Paragraph 3(i))
| Column A |
Column B |
| National and multilateral instruments pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Part 4A Registration and Part 4B Application to Become a Designated Rating Organization of Multilateral Instrument 11-102 Passport System |
N/A |
| National Instrument 21-101 Marketplace Operation |
N/A |
| National Instrument 23-101 Trading Rules |
N/A |
| National Instrument 23-102 Use of Client Brokerage Commissions |
N/A |
| National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplace |
N/A |
| National Instrument 24-101 Institutional Trade Matching and Settlement |
N/A |
| National Instrument 24-102 Clearing Agency Requirements |
N/A |
| National Instrument 25-101 Designated Rating Organizations |
N/A |
| National Instrument 31-102 National Registration Database |
N/A |
| National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations |
N/A |
| Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers |
N/A |
| National Instrument 33-105 Underwriting Conflicts |
N/A |
| National Instrument 33-109 Registration Information |
N/A |
| National Instrument 35-101 Conditional Exemption From Registration For United States Broker-Dealers and Agents |
N/A |
| Column A |
Column B |
| National and multilateral instruments pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Multilateral Instrument 45-108 Crowdfunding |
An issuer filing or delivering a document under section 15, section 16 or section 17 An issuer filing an application for an exemption under section 44 |
| National Instrument 45-110 Start-Up Crowdfunding Registration and Prospectus Exemptions |
An issuer filing a document under section 6 An issuer filing an application for an exemption under section 7 |
| National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards |
An issuer filing an application for an exemption under subsection 5.1(1) |
| National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) |
An issuer filing an application for an exemption under subsection 6.1(1) |
| National Instrument 55-104 Insider Reporting Requirements and Exemptions |
An issuer filing an application for an exemption under subsection 10.1(1) |
| Multilateral Instrument 91-101 Derivatives: Product Determination |
N/A |
| Multilateral Instrument 91-102 Prohibition of Binary Options |
N/A |
| Multilateral Instrument 91-506 Derivatives: Product Determination |
N/A |
| Multilateral Instrument 91-507 Trade Repositories and Derivatives Data Reporting |
N/A |
| National Instrument 94-101 Mandatory Central Counterparty Clearing of Derivatives |
N/A |
| National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions |
N/A |
| Multilateral Instrument 96-101 Trade Repositories and Derivatives Data Reporting |
N/A |
| Column A |
Column B |
| British Columbia securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Exemption orders (Part 1) – section 3.1 of the Securities Act R.S.B.C. 1996, c 418 |
An issuer filing an application for an order under section 3.1 An issuer required or permitted to file or deliver a document pursuant to an exemption order |
| Designations (Part 1) – section 3.2 of the Securities Act R.S.B.C. 1996, c 418 |
A person filing an application under paragraph 3.2(1)(b) for an order that a person or a person within a class of persons is a mutual fund, a non-redeemable investment fund or a reporting issuer An issuer required or permitted to file or deliver a document pursuant to a designation order |
| Benchmark Administrators, Clearing Agencies, Exchanges, Information Processors, Quotation and Trade Reporting Systems, Self-Regulatory Bodies and Trade Repositories (Part 4) – sections 23-33 of the Securities Act R.S.B.C. 1996, c 418 |
N/A |
| Registration (Part 5) – sections 34-41 of the Securities Act R.S.B.C. 1996, c 418 |
N/A |
| Exemption order by commission or executive director (Part 6) – section 48 of the Securities Act R.S.B.C. 1996, c 418 |
A person filing an application for an exemption from the prospectus requirement |
| Trading in Derivatives (Part 8) – sections 58 – 60 of the Securities Act R.S.B.C. 1996, c 418 |
N/A |
| Initial and subsequent insider report – section 87 of the Securities Act R.S.B.C. 1996, c 418 |
N/A |
| Exemption order by commission or executive director (Part 12) – section 91 of the Securities Act R.S.B.C. 1996, c 418 |
An issuer filing an application under section 91 for an exemption order other than an application for an exemption from the insider reporting requirement An issuer required or permitted to file or deliver a document pursuant to an exemption order |
| Filing and inspection of records (Part 20) – section 169 of the Securities Act R.S.B.C. 1996, c 418 |
An issuer filing an application under section 169 |
- 8 -
| Column A |
Column B |
| British Columbia securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Discretion to revoke or vary decision (Part 20) – section 171 of the Securities Act R.S.B.C. 1996, c 418 |
An issuer filing an application under section 171 An issuer required or permitted to file or deliver a document pursuant to an order |
| Administrative powers respecting commission rules (Part 20) – section 187 of the Securities Act R.S.B.C. 1996, c 418 |
An issuer filing an application under section 187 An issuer required or permitted to file or deliver a document pursuant to an order |
| Column A |
Column B |
| Alberta securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Form 4 Report by a Registered Owner of Securities Beneficially Owned by an Insider Under Section 183 of the Securities Act – section 17 of Alberta Securities Commission Rules (General) |
N/A |
| Designation orders – section 10 of the Securities Act RSA 2000, c S-4 |
An issuer filing an application under section 10 |
| Regulation, Recognition and Designation of Entities and Benchmarks – Part 4 of the Securities Act RSA 2000, c S-4 |
N/A |
| Surrender of registration – section 78 of the Securities Act RSA 2000, c S- 4 |
N/A |
| Further Information – section 82 of the Securities Act RSA 2000, c S-4 |
N/A |
| Trading in Securities and Derivatives Generally – Part 7 of the Securities Act RSA 2000, c S-4 |
N/A |
| Discretionary exemptions – section 144 of the Securities Act RSA 2000, c S-4 |
A person or company filing an application for relief from the prospectus requirement |
| Applications to the Commission – section 179 of the Securities Act RSA 2000, c S-4 |
An issuer filing an application under section 179 |
| General Exemption – section 213 of the Securities Act RSA 2000, c S-4 |
An issuer filing an application under section 213, other than a registrant An issuer transmitting a document pursuant to a blanket order |
| Revoke or vary decisions – section 214 of the Securities Act RSA 2000, c S-4 |
An issuer filing an application under section 214 |
| Filing and confidentiality – section 221 of the Securities Act RSA 2000, c S-4 |
An issuer filing an application under section 221 |
| Alberta Securities Commission Rule 13-501 Fees |
An issuer filing any of the following: • an application under section 3 • Form 13-501F1 Class 1 Reporting Issuers and Class 3B Reporting Issuers – Participation Fee • Form 13-501F2 Class 2 Reporting Issuers – Participation Fee |
- 10 -
| Column A |
Column B |
| Alberta securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
|
|
• Form 13-501F3 Adjustment of Fee Payment for Class 2 Reporting Issuer • Form 13-501F4 Class 3A Reporting Issuers – Participation Fee • Form 13-501F5 Investment Fund – Participation Fee • Form 13-501F6 Subsidiary Exemption Notice |
| Alberta Securities Commission Rule 91-504 Strip Bonds |
A person or company filing an application for exemption under section 4.1, other than a person or company that is a registrant, or would be a registrant but for reliance on the rule |
| Compensation fund or contingency trust fund – section 6 of Alberta Securities Commission Rules (General) |
N/A |
| Trading in Securities and Derivatives Generally – Part 4 of Alberta Securities Commission Rules (General) |
N/A |
| Column A |
Column B |
| Saskatchewan securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Designation – section 11.1 of The Securities Act, 1988 SS 1988-89, c S- 42.2 |
An issuer filing an application for an order pursuant to section 11.1 |
| Recognition of Entities (Part V) – sections 21-25 of The Securities Act, 1988 SS 1988-89, c S-42.2 |
N/A |
| Designation of Entities (Part V.1) of The Securities Act, 1988 SS 1988-89, c S-42.2 |
N/A |
| Voluntary surrender of registration – section 29 of The Securities Act, 1988 SS 1988-89, c S-42.2 |
N/A |
| Trading in Securities and Derivatives (Part IX) of The Securities Act, 1988 SS 1988-89, c S-42.2 |
N/A |
| Saskatchewan General Ruling/Order 91-906 Strip Bonds |
A person or company other than a registrant filing an application pursuant to Saskatchewan General Ruling/Order 91-906 Strip Bonds |
| Order relieving reporting issuer of status as reporting issuer, section 92 of The Securities Act, 1988 SS 1988-89, c S-42.2 |
An issuer filing an application for an order pursuant to section 92 |
| Applications to the Commission-section 101 of The Securities Act, 1988 SS 1988-89, c S-42.2 |
N/A |
| Part XVIII-Enforcement-section 135.6 of The Securities Act, 1988 SS 1988-89, c S-42.2 Financial compensation |
N/A |
| Order re exemption or declaration-section 83 of The Securities Act, 1988 SS 1988-89, c S-42.2 |
An issuer filing an application pursuant to section 83 |
| Filing in other Jurisdictions- section 130 of The Securities Act, 1988 SS 1988-89, c S-42.2 |
An issuer filing an application pursuant to section 130 |
| Filing and Inspection of material-section 152 (1) of The Securities Act, 1988 SS 1988-89, c S-42.2 |
An issuer filing an application pursuant to section 152 |
| Revoke or vary decisions-section 158(3) of The Securities Act, 1988 SS 1988-89, c S-42.2 |
An issuer filing an application pursuant to section 158(3) |
| General Exemption-section 160 of The Securities Act, 1988 SS 1988-89, c S-42.2 |
An issuer filing an application pursuant to section 160 |
| Column A |
Column B |
| Manitoba securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Exemption by commission – section 20 of the Securities Act C.C.S.M. c.S50 |
An issuer filing an application under section 20 |
| Blanket Order – section 20 of the Securities Act C.C.S.M. c.S50 |
A person or company required or permitted to file or deliver a document through SEDAR pursuant to the blanket order. An issuer required or permitted to file or deliver a document pursuant to the blanket order. |
| Self-regulatory organizations (Part IV.1) – sections 31.1, 31.3 and 31.4 of the Securities Act C.C.S.M. c.S50 |
N/A |
| Trade repositories and clearing agencies (Part IV.2) – sections 31.6, 31.11 and 31.12 of the Securities Act C.C.S.M. c.S50 |
N/A |
| Trading in derivatives (Part VIII.1) – section 79.1 of the Securities Act C.C.S.M. c.S50 |
N/A |
| Designating a person or company as an insider – section 108.1 of the Securities Act C.C.S.M. c.S50 |
A person or company filing an application for an order that an issuer or class of issuers is, or is not, a mutual fund or a non- redeemable investment fund |
| Exemption and extension orders section 116 of the Securities Act C.C.S.M. c.S50 |
An issuer filing an application under section 116 |
| Audit oversight bodies (Part XX) – sections 204 and 206 of the Securities Act C.C.S.M. c.S50 |
N/A |
| Column A |
Column B |
| Ontario securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Relieving orders – subsection 1(10) of the Securities Act, RSO 1990, c S.5 |
An issuer filing an application for an order under subsection 1(10) |
| Designation – subsection 1(11) of the Securities Act, RSO 1990, c S.5 |
An issuer filing an application for an order under subsection 1(11) |
| Exchanges, alternative trading systems, self-regulatory organizations, clearing agencies, quotation and trade reporting systems, information processors – Part VIII of the Securities Act, RSO 1990, c S.5 |
N/A |
| Credit rating organizations – Part IX of the Securities Act, RSO 1990, c S.5 |
N/A |
| Benchmarks – Part X of the Securities Act, RSO 1990, c S.5 |
N/A |
| Registration – Part XI of the Securities Act, RSO 1990, c S.5 |
N/A |
| Disclosure of trade information to the Commission – subsection 36(2) of the Securities Act, RSO 1990, c S.5 |
N/A |
| Exemption order – subsection 74(1) of the Securities Act, RSO 1990, c S.5 |
A person or company filing an application for relief from the prospectus requirement An issuer required or permitted to file or deliver a document pursuant to an exemption order |
| Insider reporting – section 107 of the Securities Act, RSO 1990, c S.5 |
N/A |
| Report of transfer by insider – section 109 of the Securities Act, RSO 1990, c S.5 |
N/A |
| Filing in other jurisdictions – section 121 of the Securities Act, RSO 1990, c S.5 |
An issuer filing an application under section 121 |
| Filing and inspection of material – section 140 of the Securities Act, RSO 1990, c S.5 |
An issuer filing an application under section 140 |
| Class order exemption – subsection 143.11(2) of the Securities Act, RSO 1990, c S.5 |
A person or company required or permitted to file or deliver a document through SEDAR pursuant to a class order An issuer required or permitted to file or deliver a document pursuant to a class order |
| Revocation or variation of decision – section 144 of the Securities Act, RSO 1990, c S.5 |
An issuer filing an application under section 144 |
| Exemption – section 147 of the Securities Act, RSO 1990, c S.5 |
An issuer filing an application under section 147 |
| OSC Rule 11-501 Electronic Delivery of Documents to the Ontario Securities Commission |
N/A |
- 14 -
| Column A |
Column B |
| Ontario securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| OSC Rule 13-502 Fees |
An issuer filing any of the following: • Form 13-502F1 Class 1 and Class 3B Reporting Issuers – Participation Fee • Form 13-502F2 Class 2 Reporting Issuers – Participation Fee • Form 13-502F2A Adjustment of Fee for Class 2 Reporting Issuers • Form 13-502F3A Class 3A Reporting Issuers – Participation Fee • Form 13-502F6 Subsidiary Exemption Notice • an application under section 8.1 |
| OSC Rule 31-505 Conditions of Registration |
N/A |
| OSC Rule 32-501 Direct Purchase Plans |
N/A |
| OSC Rule 32-505 Conditional Exemption from Registration for United States Broker-Dealers and Advisers Servicing U.S. Clients from Ontario |
N/A |
| OSC Rule 35-502 Non-Resident Advisers |
An issuer filing an application under OSC Rule 35-502 |
| OSC Rule 91-501 Strip Bonds |
A person or company other than a registrant filing an application under OSC Rule 91-501 |
| OSC Rule 91-502 Trades in Recognized Options |
N/A |
| OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting |
N/A |
| Column A |
Column B |
| Québec securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Insider reports – sections 89 to 98 of the Securities Act, CQLR, c. V-1.1 |
N/A |
| Surrender of registration – section 153 of the Securities Act, CQLR, c. V- 1.1 |
N/A |
| Self-Regulatory Organizations, Securities Exchange or Clearing Activities, Credit rating Organization, Benchmarks and Benchmark Administrators – sections 169 to 186.6 of the Securities Act, CQLR, c. V-1.1 |
N/A |
| Exemption order by the Autorité des marchés financiers – section 263 of the Securities Act, CQLR, c. V-1.1 |
An issuer filing an application for an exemption A person filing an application for an exemption from the prospectus requirement An issuer required or permitted to file or deliver a document pursuant to an exemption order |
| Blanket order by Autorité des marchés financiers – section 263 of the Securities Act, CQLR, c. V-1.1 |
An issuer required or permitted to file or deliver a document pursuant to a blanket order |
| Designation – section 272.2 of the Securities Act, CQLR, c. V-1.1 |
A person filing an application to be designated a non-redeemable investment fund, a mutual fund or a reporting issuer An issuer required or permitted to file or deliver a document pursuant to a designation order |
| Derivatives Act, CQLR, c. I-14.01 |
N/A |
| An Act Respecting the Regulation of the Financial Sector, CQLR, c. A- 33.2 |
N/A |
| Column A |
Column B |
| New Brunswick securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Designations – section 1.1(1) of the Securities Act SNB 2004, c S-5.5. |
An issuer filing an application for an order under section 1.1(1) An issuer required or permitted to file or deliver a document pursuant to a designation order |
| Self-Regulated Organizations and other regulated entities – sections 35-39 of the Securities Act SNB 2004, c S-5.5. |
N/A |
| Exemption orders – section 44.02(1) of the Securities Act SNB 2004, c S- 5.5. |
N/A |
| Further information – section 50 of the Securities Act SNB 2004, c S-5.5. |
N/A |
| Surrender of registration– section 51(1) of the Securities Act SNB 2004, c S-5.5. |
N/A |
| Exemption order – section 55(1) of the Securities Act SNB 2004, c S-5.5. |
A person filing an application that also includes relief from the prospectus requirement |
| Derivatives – section 70.5(1) of the Securities Act SNB 2004, c S-5.5. |
N/A |
| Prospectus and distribution – section 80(1) of the Securities Act SNB 2004, c S-5.5. |
A person required or permitted to file or deliver a document through SEDAR pursuant to an exemption order An issuer required or permitted to file or deliver a document pursuant to an exemption order. |
| Continuous Disclosure – section 92(1) of the Securities Act SNB 2004, c S-5.5. |
An issuer filing an application under section 92 for an exemption from the insider reporting requirement An issuer required or permitted to file or deliver a document pursuant to an exemption order |
| Insider trading and self-dealing – section 148(1) of the Securities Act SNB 2004, c S-5.5. |
A person required or permitted to file or deliver a document through SEDAR pursuant to an exemption order An issuer required or permitted to file or deliver a document pursuant to an exemption order |
| Filing and inspection of material – section 198 of the Securities Act SNB 2004, c S-5.5. |
An issuer filing an application under section 198 |
- 17 -
| Column A |
Column B |
| New Brunswick securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Powers to revoke or vary decision – section 205.1(1) of the Securities Act SNB 2004, c S-5.5 |
An issuer filing an application under section 205.1(1) An issuer required or permitted to file or deliver a document pursuant to an order |
| General – Exemption order – section 208(1) of the Securities Act SNB 2004, c S-5.5. |
An issuer filing an application under section 208(1) An issuer required or permitted to file or deliver a document pursuant to an order |
| Column A |
Column B |
| Nova Scotia securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Recognition of self-regulatory organizations – section 30 of the Securities Act, RSNS 1989, c. 418, as amended |
N/A |
| Designation – section 30 A of the Securities Act, RSNS 1989, c. 418, as amended |
A person or company filing an application under section 30 A to be designated a mutual fund, non-redeemable investment fund or reporting issuer |
| Designation of credit rating agencies – sections 30 EA and 30 F of the Securities Act, RSNS 1989, c. 418, as amended |
N/A |
| Recognition of exchanges, quotation and trade reporting systems, clearing agencies, derivatives trading facilities, and derivative trade repositories – section 30 I of the Securities Act, RSNS 1989, c. 418, as amended |
N/A |
| Designation of benchmarks and benchmark administrators –sections 30 N and 30 O of the Securities Act, RSNS 1989, c. 418, as amended |
N/A |
| Voluntary surrender or suspension of registration –section 33 of the Securities Act, RSNS 1989, c. 418, as amended |
N/A |
| Discretionary exemptions – section 79 of the Securities Act, RSNS 1989, c. 418, as amended |
A person or company filing an application for relief from the prospectus requirement |
| Commission orders – section 98 of the Securities Act, RSNS 1989, c. 418, as amended |
An issuer filing an application under section 98 |
| Relieving orders – section 121 of the Securities Act, RSNS 1989, c. 418, as amended |
An issuer filing an application under section 121 |
| Exemption Order – section 128 of the Securities Act, RSNS 1989, c.418, as amended |
An issuer filing an application under section 128 |
| Filing and confidentiality – subsection 148(2) of the Securities Act, RSNS 1989, c. 418, as amended |
An issuer filing an application under subsection 148(2) |
| Revocation or variation of a decision – section 151 of the Securities Act, RSNS 1989, c.418, as amended |
An issuer filing an application under section 151 |
| Discretionary exemptions – section 151A of the Securities Act, RSNS 1989, c. 418, as amended |
An issuer filing an application under section 151A |
| Blanket order – section 151A of the Securities Act, RSNS 1989, c.418, as amended |
A person or company required or permitted to file or deliver a document through SEDAR pursuant to the blanket order. An issuer required or permitted to file or deliver a document pursuant to the blanket order. |
| Column A |
Column B |
| Prince Edward Island securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Recognition orders – sections 72 and 73 of the Securities Act Chapter S- 3.1 |
N/A |
| Designation orders – sections 6 and 71 of the Securities Act Chapter S-3.1 |
N/A |
| Authorization orders – section 76 of the Securities Act Chapter S-3.1 |
N/A |
| Exemption orders – section 16 of the Securities Act Chapter S-3.1 |
N/A |
| Superintendent orders – subsection 15(1) of the Securities Act Chapter S- 3.1 |
N/A |
| Insider filings – subsection 104(2) and section 105 of the Securities Act Chapter S-3.1 |
N/A |
| Exchanges and quotation and trade reporting systems – section 70 of the Securities Act Chapter S-3.1 |
N/A |
| Column A |
Column B |
| Newfoundland and Labrador securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Trading in Securities Generally – Part XII of the Securities Act RSNL 1990, c S-13 |
N/A |
| Exemptions from Registration Requirements – Part XI of the Securities Act RSNL 1990, c S-13 |
A person or company filing an application for relief from the prospectus requirement |
| Exemption – section 142.1 of the Securities Act RSNL 1990, c S-13 |
An issuer filing an application under section 142.1 |
| Surrender of registration – section 28 of the Securities Act RSNL 1990, c S-13 |
N/A |
| Self-regulation – Part VIII of the Securities Act RSNL 1990, c S-13 |
N/A |
| Investigations and Examinations – Part VI of the Securities Act RSNL 1990, c S-13 |
N/A |
| Applications to superintendent – section 93 of the Securities Act RSNL 1990, c S-13 |
An issuer filing an application under section 93 |
| Further information – section 32 of the Securities Act RSNL 1990, c S-13 |
N/A |
| Filing and inspection of material – section 140 of the Securities Act RSNL 1990, c S-13 |
An issuer filing an application under section 140 |
| Column A |
Column B |
| Yukon securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Recognition orders – sections 72 and 73 of the Securities Act S.Y. 2007, c.16 |
N/A |
| Designation orders – sections 6 and 71 of the Securities Act S.Y. 2007, c.16 |
N/A |
| Authorization orders – section 76 of the Securities Act S.Y. 2007, c.16 |
N/A |
| Exemption orders – section 16 of the Securities Act S.Y. 2007, c.16 |
N/A |
| Superintendent orders – subsection 15(1) of the Securities Act S.Y. 2007, c.16 |
N/A |
| Designation of credit rating organizations – section 83.1 of the Securities Act S.Y. 2007, c.16 |
N/A |
| Insider filings – subsection 104(2) and section 105 of the Securities Act S.Y. 2007, c.16 |
N/A |
| Exchanges and quotation and trade reporting systems – section 70 of the Securities Act S.Y. 2007, c.16 |
N/A |
| Column A |
Column B |
| Nunavut securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Recognition orders – sections 72 and 73 of the Securities Act, SNu 2008, c 12 |
N/A |
| Designation orders – sections 6 and 71 of the Securities Act, SNu 2008, c 12 |
N/A |
| Authorization orders – section 76 of the Securities Act, SNu 2008, c 12 |
N/A |
| Exemption orders – section 16 of the Securities Act, SNu 2008, c 12 |
N/A |
| Superintendent orders – subsection 15(1) of the Securities Act, SNu 2008, c 12 |
N/A |
| Designation of credit rating organizations – section 83.1 of the Securities Act, SNu 2008, c 12 |
N/A |
| Insider filings – subsection 104(2) and section 105 of the Securities Act, SNu 2008, c 12 |
N/A |
- 23 -
| Column A |
Column B |
| Northwest Territories securities legislation pursuant to which documents must not be filed or delivered through SEDAR+ |
Exceptions to Column A: Filers who must file or deliver the document through SEDAR+ |
| Recognition orders – sections 72 and 73 of the Securities Act, SNWT 2008, c. 10 |
N/A |
| Designation orders – sections 6 and 71 of the Securities Act, SNWT 2008, c. 10 |
N/A |
| Authorization orders – section 76 of the Securities Act, SNWT 2008, c. 10 |
N/A |
| Exemption orders – section 16 of the Securities Act, SNWT 2008, c. 10 |
N/A |
| Superintendent orders – subsection 15(1) of the Securities Act, SNWT 2008, c. 10 |
N/A |
| Designation of credit rating organizations – section 83.1 of the Securities Act, SNWT 2008, c. 10 |
N/A |
| Insider filings – subsection 104(2) and section 105 of the Securities Act, SNWT 2008, c. 10 |
N/A |
| Exchanges and quotation and trade reporting systems – section 70 of the Securities Act, SNWT 2008, c. 10 |
N/A |
ANNEX B
COMPANION POLICY 13-103
SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+)
Introduction
The purpose of this Companion Policy is to provide guidance on how securities regulatory authorities and regulators (we or us) interpret or apply certain provisions of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (the Instrument). This Companion Policy includes explanations, discussion and examples of the application of various parts of the Instrument.
Phased approach to SEDAR+
The National Systems Renewal Program of the Canadian Securities Administrators (CSA) proposes to implement the System for Electronic Data Analysis and Retrieval + (SEDAR+) in several phases, with the objective of replacing all current CSA national systems. The first phase (Phase 1) replaces the System for Electronic Document Analysis and Retrieval (SEDAR), the National Cease Trade Order Database and the Disciplined List. Phase 1 relates principally to documents filed by issuers with securities regulatory authorities or regulators, including:
• all documents previously filed with or delivered through SEDAR;
• Form 45-106F1 Report of Exempt Distribution, previously filed in the British Columbia Securities Commission (BCSC) eServices system, the Ontario Securities Commission (OSC) Electronic Filing Portal, and in all other jurisdictions on SEDAR.
In future phases of SEDAR+, we expect SEDAR+ will be capable of accepting the transmission of documents filed with or delivered to securities regulatory authorities and regulators by insiders, registrants, derivatives market participants and regulated entities (such as a marketplace, a self-regulatory body or self-regulatory organization, or a clearing agency).
Phasing of applications, pre-filings and documents under decisions
Applications, pre-filings, and documents filed or delivered under decisions, are being brought into SEDAR+ in a phased manner. Phase 1 of SEDAR+ generally includes all applications, pre- filings and documents previously filed or delivered by issuers, whether in the BCSC eServices system, the OSC Electronic Filing Portal, or by email, courier or regular mail including, but not limited to, applications:
• for an exemption from a provision of securities legislation;
• to be designated as a reporting issuer, mutual fund or non-redeemable investment fund;
• to cease to be a reporting issuer;
• for a full or partial revocation of a cease trade order;
• for a management cease trade order.
Generally, a person or company that is an issuer will file or deliver through SEDAR+ an application, pre-filing, or document filed or delivered under a decision, while a person or company that is an insider, a registrant, a derivatives market participant or a regulated entity will file or deliver the document in the same manner as it currently does, until a future phase of
SEDAR+. In future phases of SEDAR+, we expect that SEDAR+ will be capable of accepting the transmission of applications, pre-filings or other documents filed or delivered to securities regulatory authorities or regulators by insiders, registrants, derivatives market participants and regulated entities.
If a provision of Canadian securities legislation is included in Column A of the Appendix of the Instrument, a pre-filing in relation to that provision or an application for an exemption from that provision will not be filed through SEDAR+ at this time, except in the limited circumstances outlined in Column B of the Appendix.
Generally when an application is filed in SEDAR+ pursuant to Column B of the Appendix, and a decision is made, the filer should also transmit through SEDAR+ all documents required to be filed or delivered pursuant to the decision.
Section 1 – Definitions and Interpretation
Unless defined in the Instrument, terms used in the Instrument have the same meanings as in National Instrument 14-101 Definitions.
The term “document” includes any report, form, application, pre-filing, information, material and notice, as well as a copy thereof, and applies to a document that is required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
Section 2 – Transmission of documents through SEDAR+
We consider the requirement in section 2 that documents filed with or delivered to us be transmitted through SEDAR+ will generally include filings referred to in policies or staff notices. Examples include a “pre-filing” or “waiver application” under National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions (NP 11-202), a “pre-filing” under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions and the review of a prospectus on confidential pre-file basis under CSA Staff Notice 43-310 Confidential Pre- File Review of Prospectuses (for non-investment fund issuers).
Section 3 – Transmission of documents outside of SEDAR+
Under paragraph 3(i), the Instrument does not apply to a document required or permitted to be filed or delivered under any of the provisions of securities legislation set out in Column A of the Appendix of the Instrument, unless an exception in Column B applies. The same applies to any document that a person or company is required or permitted to file or deliver pursuant to a decision or order issued in respect of any of the provisions of securities legislation set out in Column A of the Appendix, unless an exception in Column B applies. We expect that all of these documents will be incorporated into SEDAR+ in future phases of SEDAR+.
A person or company will file these documents with, or deliver them to, the securities regulatory authority or regulator in the same manner that it currently does, including by email, courier or regular mail, through the System for Electronic Disclosure by Insiders (SEDI), or through the National Registration Database. For example, an issuer filing an issuer event report under
National Instrument 55-102 System for Electronic Disclosure by Insiders will transmit this information through SEDI.
The Appendix also contains certain exceptions set out in Column B relating to documents filed under the provisions of securities legislation indicated in Column A that will be transmitted through SEDAR+ in Phase 1. For example, Multilateral Instrument 45-108 Crowdfunding contains certain registration requirements for funding portals and registered individuals of funding portals, which will be filed outside of SEDAR+ until a future phase of SEDAR+. The exceptions in Column B that relate to Multilateral Instrument 45-108 Crowdfunding are the following documents that an issuer will transmit through SEDAR+ as part of Phase 1:
o a Form 45-106F1 Report of Exempt Distribution;
o a crowdfunding offering document;
o additional distribution material;
o financial statements filed by an issuer that is not a reporting issuer;
o a notice of use of proceeds.
Subsection 5(1) – Payment of fees
A filer should consult Multilateral Instrument 13-102 System Fees to determine whether it is required to pay a system fee when transmitting a document in SEDAR+, and the amount of any applicable system fee. A filer should consult the local fee rules in each jurisdiction to determine whether it is also required to pay a regulatory filing fee when transmitting a document to the securities regulatory authority or regulator, and the amount of any applicable regulatory filing fee.
Subsection 5(4) – Significant connection
In order to determine the jurisdiction with which a person or company has the most significant connection, a filer should refer to the factors outlined in subsection 3.4(7) of NP 11-202.
Subsection 7(3) – Decisions and orders in British Columbia
Because of differing legislative requirements, subsection 7(1) of the Instrument does not apply in British Columbia. The British Columbia Securities Commission has issued BC Instrument 13- 505 Filings Made under Decisions, which has the same effect as subsection 7(1) of the Instrument.
Using format and templates specified in SEDAR+
A person or company satisfies a requirement in securities legislation to file a document with, or deliver a document to, the securities regulatory authority or regulator in a prescribed format by transmitting the information in the manner and using the format and templates, if any, specified in SEDAR+. For example, SEDAR+ requires a filer to transmit Form 45-106F1 Report of Exempt Distribution in the format and using the templates specified in SEDAR+. In doing so, the filer satisfies all requirements of Form 45-106F1 Report of Exempt Distribution that relate to the prescribed format of the report.
Effective time of filing or delivery
SEDAR+ is generally available 24 hours a day, 7 days a week. We consider a document to be filed with or delivered to the securities regulatory authority or regulator when the transmission of
the document through SEDAR+ has been completed. SEDAR+ allows a filer to confirm the date and time that the transmission of a document was completed.
Although SEDAR+ is generally available every day to receive documents, Canadian securities legislation or Canadian securities directions that refer to a review of a document by the securities regulatory authority or regulator (for example our timelines to provide a filer with comments on our review of a preliminary prospectus) will continue to provide that the review be carried out within a certain number of business days.
Consent
In certain jurisdictions, the securities regulatory authority or regulator must consent to a document being filed with or delivered to it by the transmission of the document through SEDAR+. We take the view that the acceptance of documents transmitted through SEDAR+ in accordance with the Instrument satisfies any such consent requirement of the securities regulatory authority or regulator contained in electronic commerce legislation.
Requirement to file more than one copy of a document
If any provision of securities legislation requires a person or company to file with or deliver to the securities regulatory authority or regulator more than one copy of a document, the transmission of the document through SEDAR+ in accordance with the Instrument satisfies such a requirement.
Official copy of documents
We consider that, for purposes of securities legislation, securities directions or any other related purpose, an official record of any document transmitted through SEDAR+ is the document stored in SEDAR+.
Certified copy of documents
Securities legislation in certain jurisdictions contains a requirement to produce or make available an original or certified copy of information filed under the securities legislation. We take the view that the securities regulatory authority or regulator satisfies such a requirement by providing a printed copy of the information that contains, or is accompanied by, a certificate of the securities regulatory authority or regulator confirming that the printed copy is a copy of the information filed in SEDAR+.
Use of SEDAR+ by the securities regulatory authority or regulator
The securities regulatory authority or regulator will transmit certain documents through SEDAR+. For example, we will generally transmit through SEDAR+ a receipt and other confirmation of acceptance for a document transmitted through SEDAR+, such as a receipt for a prospectus. We will also generally transmit through SEDAR+ comment related to a prospectus or an application for an exemption that has been filed through SEDAR+.
Public accessibility of documents in SEDAR+
Securities legislation generally requires that the securities regulatory authority or regulator make documents filed with it available for public inspection during normal business hours. We consider that the securities regulatory authority or regulator satisfies this requirement by making such documents publicly available in SEDAR+.
Under securities legislation, documents required or permitted to be delivered are not required to be publicly available but may be subject to an application made under freedom of information legislation. Filers that transmit information in SEDAR+ are responsible for complying with applicable privacy laws.
Changing access to transmitted documents
To change the access status of a document from public to private, a person or company should submit a formal request for confidentiality, generally by way of an application made to the securities regulatory authority or regulator, under the relevant provisions of securities legislation. The securities regulatory authority or regulator will generally not change the access status of a document from public to private until the request has been reviewed, and a decision has been made in favour of the person or company.
In the following limited circumstances, we will consider changing the access status of a document from public to private in SEDAR+ without a formal request for confidentiality:
• a person or company transmits a document under the incorrect profile;
• a person or company transmits a fee form with an incorrect calculation;
• a person or company transmits a document that contains a virus;
• a person or company entitled to file a redacted version of a material contract or agreement transmits a non-redacted version of the document in error;
• a recipient agency inadvertently makes a document public in connection with a prospectus filing which should have remained private.
To request a change in the access status of a document from public to private in SEDAR+ in these circumstances, a person or company should make a written request to its principal regulator, determined in accordance with subsection 5(2), 5(3) or 5(4) of the Instrument. Since there may be no formal request for confidentiality and, as a result, no confidentiality decision in these limited circumstances, filers should note that documents that are required to be filed and whose access is changed to private in SEDAR+ may still be made available for public inspection under securities legislation.
Filers should also note that changing the access status of a document from public to private in SEDAR+ does not necessarily remove the document from the public domain. For example, various search engines may continue to index the document, notwithstanding that we have changed the access status of the document to private in SEDAR+. We do not assist filers to remove documents from the public domain.
Documents filed with or delivered to us may also be subject to disclosure under freedom of information legislation.
ANNEX C
LIST OF COMMENTERS
1. Canadian Advocacy Council of CFA Societies Canada
2. Investment Funds Institute of Canada
3. Portfolio Management Association of Canada
4. Investment Industry Association of Canada
5. Canadian Investor Relations Institute
6. CI Investment Inc.
7. Borden Ladner Gervais LLP
8. VigilantCS
9. The Investment Funds Institute of Canada, the Federation of Mutual Fund Dealers, the Investment Industry Association of Canada and the Portfolio Management Association of Canada
ANNEX D
SUMMARY OF COMMENTS AND CSA RESPONSES
This Annex summarizes the comments we received and our responses to those comments.
| Item |
Topic |
Summarized Comment |
CSA Response |
| 1. |
Support for the adoption of a new national filing system |
We received 9 comment letters. The commenters generally support the adoption of a new national system to replace the CSA national systems. The following are examples of the comments received: • We are broadly supportive of the updates being made by the CSA to the CSA national systems, including SEDAR. • Our members look forward to the implementation of a new integrated national information and filing system. • The potential benefits of [SEDAR+] to regulators, market participants and investors are clear and significant. For regulators, a single structured database presents the opportunity to streamline internal workflow processes, break down silos, develop analytics to optimize organizational performance, and identify compliance review priorities. For market participants, the opportunity to easily access the information and data they are required to file would reduce the need for multiple manual data entries, streamline their own internal work processes, and improve compliance by enabling firms to leverage this data in their business operations and compliance supervision activities. • [We are] very supportive of the CSA’s proposed centralized information technology system, as well as the harmonized |
We acknowledge the comments of support and thank the commenters. |
| Item |
Topic |
Summarized Comment |
CSA Response |
|
|
|
approach the CSA is taking with respect to [SEDAR+]. We believe that replacing outdated, fragmented reporting systems and databases with more efficient, centralized, and secure technology is a key step in reducing regulatory burden, increasing information security, and facilitating information flow in an efficient and cost-effective manner. • We view [SEDAR+] as an important opportunity to improve information flow that is worth the short-term investment for the longer-term benefit of all stakeholders, including for investors and the CSA. • We thank the CSA for the work being done to create and roll out [SEDAR+]. Technology and database updates are often more complex than they seem, but this undertaking is well overdue and, we believe, very worth the resources and time devoted by CSA staff to make it a reality. • [We have] been an advocate for modernizing the national records filing system for years and [are] pleased that the CSA has moved forward on long awaited revisions to this system. • The redevelopment of the existing outdated and unwieldy systems into an integrated framework is an important step in ensuring that the regulatory infrastructure employs appropriate technology and system design to meet the industry’s current and future requirements. • [We commend] the CSA for undertaking the proposed integrated information and filing system, as the existing databases and processes are outdated and have exceeded their useful lifespan. |
|
| Item |
Topic |
Summarized Comment |
CSA Response |
|
|
|
• We are very encouraged that the CSA has adopted a harmonized approach to [SEDAR+] as we anticipate that this approach will result in a more efficient exchange of information, thereby increasing productivity for both registrants and regulators. • We are fully in support of the concept behind [SEDAR+] referred to in the CSA Notice. Replacing these outdated platforms with a single, nationally harmonized platform could reduce the regulatory burden of compliance while improving the efficient flow of information that underpins fair and transparent capital markets. • [SEDAR+] will provide long-term added value to industry, regulators and investors if an open architecture path is chosen. • We appreciate the CSA’s adoption of the existing principal jurisdiction analysis in Multilateral Instrument 11-102 Passport System in [NI 13-103]. |
|
| 2. |
Comments related to [SEDAR+] generally |
Many of the commenters provided feedback and suggestions on matters related to the design, development and implementation of [SEDAR+]. These include comments related to system design, implementation, testing prior to launch, search functionality, systems governance, functionality related to data mining and data. We also received comments on the design of the components of the system related to the Disciplined List, the CTO Database, and the National Registration Database, and comments related to filing of reports of exempt distribution and associated fees. |
We thank the commenters for their feedback and suggestions, however these comments are outside of the scope of the NI 13-103. [SEDAR+] program staff have reached out directly to commenters to discuss these comments further in connection with their ongoing work on system design, development and implementation. |
| Item |
Topic |
Summarized Comment |
CSA Response |
| 3. |
Documents required in connection with a hearing, compliance review, proceeding or investigation |
Two commenters commented on the decision that documents required in connection with a hearing, compliance review, proceeding or investigation will never be filed or delivered through [SEDAR+]. One of the commenters questioned why these documents should not be filed or delivered through [SEDAR+], given the system security presumed to be included. The commenter noted that allowing for the electronic exchange of these types of documents would further eliminate regulatory burden for registrants and increase efficiency for regulators. The other commenter urged the CSA to expand its system capabilities to allow for the filing of these documents to be delivered securely and seamlessly to the relevant CSA staff. The commenter stated that parallel systems of this nature would considerably improve information flow, reduce regulatory burden, and address several long-standing technology challenges and frustrations that registrants experience when communicating information during a compliance review or otherwise; several firms have difficulties transmitting large files via email, necessitating several smaller emails to the regulator, causing unnecessary work and fragmentation of documents during what is already a resource, time and document- intensive process. |
Hearings, compliance reviews, proceedings, and investigations are local jurisdictional responsibilities. SEDAR+ in its initial phases is focused primarily on national filings, and not on local filings or transfers of large files. Local jurisdictions will continue to receive documents required in connection with a hearing, compliance review, proceeding, or investigation outside of SEDAR+ as they do now. |
| 4. |
Changing access status of a document |
Two commenters noted that CP 13-103 states that there are limited circumstances in which the CSA will consider changing the access status of a document from public to private in [SEDAR+] without a formal request for confidentiality, which include instances in which a person or company that is entitled to file a redacted version of a material contract or agreement “transmits a non-redacted version of the document as a result of technical software errors in electronic |
We have considered the comments and agree that the provision is too restrictive. We have broadened the provision to permit a change of access status to private in all circumstances where a filer |
| Item |
Topic |
Summarized Comment |
CSA Response |
|
|
|
redaction software”. The commenter believes that this is too restrictive, as it would not permit the change of access status where information is mistakenly filed without redaction, and recommended that the provision be amended to permit a change of access status to private when there has been any mistake in filing a properly redacted version. |
is entitled to file a redacted version of a material contract or agreement, and transmits a non-redacted version in error. This would include technical software errors in electronic redaction software, as well as other errors. |
| 5. |
Requirement to update profile |
Two commenters commented on the provision of NI 13-103 requiring that, where information in a profile becomes inaccurate, the profile must be updated at the earlier of the next time a document is transmitted through the system, or 10 days after the date on which the information becomes inaccurate. The commenter recommended that, in order to reduce the potential burden imposed by this obligation, the CSA consider a more nuanced approach by assessing the relative importance of the information within the profile, and that more critical profile information should be updated within 10 days, while less critical profile information could be updated when a document is next transmitted through [SEDAR+]. |
We have considered the suggestions made by the commenters; however, we think that profile information is important information used by market participants, investors and the CSA that needs to be kept current. Also, we do not think that there is a significant burden associated with updating profile information within the timeframes provided. |
ANNEX E
CONSEQUENTIAL AMENDMENTS TO INSTRUMENTS AND POLICIES
The adoption of NI 13-103 results in certain consequential amendments and changes to existing instruments and policies. Consequential amendments and changes involve replacing references to SEDAR, the SEDAR website, the SEDAR Filing Manual and NI 13-101. The amendments and changes also address electronic transmission of documents that are required or permitted to be provided to a securities regulatory authority or regulator, including the types of documents that are not required to be transmitted on SEDAR+ because of the phased implementation of SEDAR+.
We are making consequential amendments and changes to the following instruments and policies effective on the date of the coming into force of NI 13-103:
Multilateral Instrument 11-102 Passport System and Companion Policy 11-102CP Passport System;
National Policy 11-201 Electronic Delivery of Documents;
National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions;
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions;
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications;
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions;
National Policy 12-202 Revocation of Certain Cease Trade Orders;
National Policy 12-203 Management Cease Trade Orders;
National Instrument 41-101 General Prospectus Requirements and Companion Policy 41-101CP
General Prospectus Requirements;
National Policy 41-201 Income Trusts and Other Indirect Offerings;
National Instrument 43-101 Standards of Disclosure for Mineral Projects and Companion Policy 43- 101CP Standards of Disclosure for Mineral Projects;
National Instrument 44-101 Short Form Prospectus Distributions and Companion Policy 44-101CP
Short Form Prospectus Distributions;
National Instrument 44-102 Shelf Distributions and Companion Policy 44-102CP Shelf Distributions;
Companion Policy 44-103CP Post-Receipt Pricing;
National Instrument 45-102 Resale of Securities and Companion Policy 45-102CP Resale of Securities;
National Instrument 45-106 Prospectus Exemptions and Companion Policy 45-106CP Prospectus Exemptions;
National Policy 46-201 Escrow for Initial Public Offerings;
National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities and Companion Policy 51-101CP Standards of Disclosure for Oil and Gas Activities;
National Instrument 51-102 Continuous Disclosure Obligations and Companion Policy 51-102CP
Continuous Disclosure Obligations;
Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets and Companion Policy 51-105CP Issuers Quoted in the U.S. Over-the-Counter Markets;
National Policy 51-201 Disclosure Standards;
Companion Policy 52-107CP Acceptable Accounting Principles and Auditing Standards;
Companion Policy 52-108CP Auditor Oversight;
Companion Policy 52-109CP Certification of Disclosure in Issuers’ Annual and Interim Filings;
National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure and Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure;
National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and Companion Policy 54-101CP Communication with Beneficial Owners of Securities of a Reporting Issuer;
National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI);
National Instrument 55-104 Insider Reporting Requirements and Exemptions and Companion Policy 55-104CP Insider Reporting Requirements and Exemptions;
National Instrument 58-101 Disclosure of Corporate Governance Practices;
National Instrument 62-104 Take-Over Bids and Issuer Bids;
Companion Policy 71-102CP Continuous Disclosure and Other Exemptions Relating to Foreign Issuers;
National Instrument 81-101 Mutual Fund Prospectus Disclosure and Companion Policy 81-101CP
Mutual Fund Prospectus Disclosure;
Companion Policy 81-102CP Investment Funds;
National Instrument 81-106 Investment Fund Continuous Disclosure and Companion Policy 81- 106CP Investment Fund Continuous Disclosure;
Commentary to National Instrument 81-107 Independent Review Committee for Investment Funds, and related Quebec Policy Statement to Regulation 81-107 Respecting Independent Review Committee for Investment Funds, if applicable.
In all jurisdictions other than BC, the CSA is making consequential amendments and changes to the following instruments and policies effective on the date of the coming into force of NI 13-103:
Multilateral Instrument 45-108 Crowdfunding and Companion Policy 45-108CP Crowdfunding;
Companion Policy 61-101CP Protection of Minority Security Holders in Special Transactions.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-2
(Section 149.1, The Securities Act)
AMENDMENTS TO MULTILATERAL INSTRUMENT 11-102
PASSPORT SYSTEM
1. Multilateral Instrument 11-102 Passport System is amended by this Instrument.
2. Section 1.1 is amended by
(a) deleting the definition of “SEDAR”, and
(b) adding the following definition:
“SEDAR+” has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+);.
3. Paragraph 3.3(1)(b) is amended by replacing “SEDAR” with “SEDAR+”.
4. Paragraph 3.3(2)(b) is amended by replacing “SEDAR” with “SEDAR+”.
5. Appendix D is amended by
(a) replacing “SEDAR” with “SEDAR+”, and
(b) replacing “NI 13-101” with “NI 13-103”.
Effective Date
6.(1) This Instrument comes into force on June 9, 2023.
6.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 11-102CP PASSPORT SYSTEM
1. Companion Policy 11-102CP Passport System is changed by this Document.
2. Section 1.1 is changed by deleting the definition of “MI 11-101”.
3. Subsection 1.3(3) is changed by deleting “through SEDAR”.
4. Section 3.3 is changed by
(a) replacing “SEDAR” with “SEDAR+”, and
(b) deleting “by sending a refusal letter”.
5. Section 3.5 is deleted.
6. Section 4.5 is deleted.
7. Section 4C.5 is deleted.
8. Appendix A is deleted.
Effective Date
9. These changes become effective on June 9, 2023.
CHANGES TO
NATIONAL POLICY 11-201 ELECTRONIC DELIVERY OF DOCUMENTS
1. National Policy 11-201 Electronic Delivery of Documents is changed by this Document.
2. Section 3.1 is replaced by “Documents proposed to be delivered electronically should be recreated in electronic format, rather than scanned into electronic format. This is recommended because scanned documents can be difficult to transmit, store and retrieve on a cost-efficient basis and may be difficult to view upon retrieval.”.
3. Subsection 3.3(5) is deleted.
4. Subsection 3.3(6) is changed by deleting “, such as SEDAR,”.
Effective Date
5. These changes become effective on June 9, 2023.
CHANGES TO
NATIONAL POLICY 11-202 PROCESS FOR PROSPECTUS REVIEWS IN MULTIPLE JURISDICTIONS
1. National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions is changed by this Document.
2. Part 2 is changed by adding “AND INTERPRETATION” to its title.
3. Section 2.1 is changed by deleting the definition of “NI 13-101”.
4. Section 2.2 is changed by replacing “NI 13-101” with “National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)”.
5. Part 2 is changed by adding the following section:
2.3 Electronic transmission – National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under MI 11-102 and this policy..
6. Section 4.1 is changed by
(a) deleting “electronic”,
(b) deleting “on SEDAR”, and
(c) deleting the sentence “If the filer files a prospectus in paper format under NI 13-101, the filer should include this information in the cover letter for the prospectus.”.
7. Section 4.3 is changed by deleting “on SEDAR”.
8. Section 5.4 is changed by
(a) replacing “a first comment letter” with “initial comments”, and
(b) replacing “SEDAR” with “SEDAR+”.
9. Section 5.5 is changed by
(a) replacing “a first comment letter” with “initial comments”, and
(b) replacing “SEDAR” with “SEDAR+”.
10. Section 5.7 is changed by replacing “comment letter” with “comments”.
11. The following provisions are changed by replacing “SEDAR” with “SEDAR+”:
(a) subsection 6.1(1);
(b) subsection 7.1(2).
12. Subsection 7.2(2) is changed by replacing “the filer provides a letter to the principal regulator with the materials confirming the following” with “at the same time as filing the materials, the filer confirms to the principal regulator that”.
13. Section 7.3 is changed by
(a) replacing “SEDAR” with “SEDAR+”, and
(b) replacing “the filer provides a letter to the principal regulator with the materials confirming the following” with “at the same time as filing the materials, the filer confirms to the principal regulator that”.
14. Subsection 8.1(1.1) is deleted.
15. Subsection 8.2(1) is changed by deleting “by letter”.
16. The following provisions are changed by replacing “SEDAR” with “SEDAR+”:
(a) subsection 8.3(1);
(b) subsection 8.4(3);
(c) section 9.3.
17. Subsection 10.1(2) is changed by replacing “the filer provides a letter to the principal regulator with the materials confirming the following” with “at the same time as filing the materials, the filer confirms to the principal regulator that”.
18. Section 10.3 is changed
(a) in subsection (1) by:
(i) replacing “issues its comment letter” with “provides its comments”, and
(ii) replacing “issue its comment letter” wherever the expression occurs with “provide its comments”.
(b) in paragraph (1)(a) by replacing “comment letter” with “comments”,
(c) in paragraph (1)(b) by replacing “comment letter” with “comments”,
(d) in subsection (2) by replacing “issued its comment letter” with “provided its comments”,
(e) in paragraph (2)(a) by replacing “issue a comment letter” with “provide comments”,
(f) in subsection (3) by replacing “issued its comment letter” with “provided its comments”, and
(g) in paragraph (3)(a) by replacing “issue a comment letter” with “provide comments”.
19. Section 10.4 is changed by replacing “issue a comment letter” wherever the expression occurs with “provide comments”.
20. Section 10.5 is changed by
(a) replacing “SEDAR” with “SEDAR+”, and
(b) replacing “the filer provides a letter to the principal regulator with the materials confirming the following” with “at the same time as filing the materials, the filer confirms to the principal regulator that”.
21. Subsection 10.6(2) is changed by replacing “SEDAR” with “SEDAR+”.
22. Part 12 is changed by deleting “AND TRANSITION” in its title.
23. Section 12.2 is deleted.
Effective Date
24. These changes become effective on June 9, 2023.
CHANGES TO
NATIONAL POLICY 11-203 PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
1. National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions is changed by this Document.
2. Part 2 is changed by adding “AND INTERPRETATION” at the end of its title.
3. The Policy is changed by adding the following section:
2.3 Electronic transmission – National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under MI 11-102 and this policy..
4. Subsection 3.8(5) is deleted.
5. Section 4.2 is changed by
(a) deleting “by letter”, and
(b) deleting “in the pre-filing”.
6. Subsections 4.3(1) and 4.4(1) are changed by deleting “in the pre-filing”.
7. Section 5.1 is changed by replacing “In its application, the” with “The”.
8. Section 5.3 is changed
(a) in its heading by replacing “sections 4.7 and 4.8” with “section 4.7”,
(b) by deleting subsection (2),
(c) in subsection (3) by deleting “or 4.8” and “and 4.8”,
(d) in paragraph (4)(a) by deleting “or 4.8(1)”,
(e) by replacing paragraph (4)(b) with the following:
(b) include the date of the decision of the principal regulator for the initial application if the notice is given under section 4.7(1)(c) of MI 11-102,, and
(f) in subsection (6) by deleting “or (2)”.
9. Section 5.5 is replaced with the following:
5.5 Filing
(1) As indicated in section 2.3 of this policy, National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under MI 11-102 or this policy. A filer should consult the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) to determine whether pre-filing or application materials are excluded from being filed or delivered in the System for Electronic Data Analysis and Retrieval + (SEDAR+).
(2) When pre-filing or application materials are to be transmitted through the System for Electronic Data Analysis and Retrieval + (SEDAR+), a filer should send the application materials together with the fees to
(a) the principal regulator, in the case of a passport application,
(b) the principal regulator and the OSC, in the case of a dual application, or
(c) each regulator from which the filer seeks exemptive relief, in the case of a coordinated review application.
(3) When pre-filing or application materials are excluded from being transmitted through the System for Electronic Data Analysis and Retrieval + (SEDAR+), a filer should send the application materials together with the fees to
(a) the principal regulator, in the case of a passport application,
(b) the principal regulator and the OSC, in the case of a dual application, or
(c) each regulator from which the filer seeks exemptive relief, in the case of a coordinated review application.
Filing the application concurrently in all required jurisdictions will make it easier for the principal regulator and non-principal regulators, if applicable, to process the application expeditiously.
When pre-filing or application materials are excluded from being transmitted through the System for Electronic Data Analysis and Retrieval + (SEDAR+), filers should send pre-filing or application materials using the relevant e-mail address or addresses listed below or by following the instructions at the linked web page below:
| British Columbia |
www.bcsc.bc.ca (click on BCSC e-services and follow the steps) |
| Alberta |
|
| Saskatchewan |
|
| Manitoba |
|
| Ontario |
|
| Québec |
|
| New Brunswick |
|
| Nova Scotia |
| Prince Edward Island |
|
| Newfoundland and Labrador |
|
| Yukon |
|
| Northwest Territories |
|
| Nunavut |
10. Section 5.7 is changed by
(a) deleting “, fax number”, and
(b) replacing “tell the filer, in the acknowledgement,” with “notify the filer of”.
11. Subsection 5.8(2) is changed by replacing “mark” with “treat”.
12. Subsection 7.2(1) is changed by replacing “circulate” with “provide”.
13. Subsection 8.1(2) is changed by deleting “or 4.8(l)(c)”.
14. Part 9 is changed by deleting sections 9.2 and 9.3.
Effective Date
15. These changes become effective on June 9, 2023.
CHANGES TO
NATIONAL POLICY 11-206 PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS
1. National Policy 11-206 Process for Cease to be a Reporting Issuer Applications is changed by this Document.
2. Part 2 is changed by adding “AND INTERPRETATION” in its title.
3. The Policy is changed by adding the following section:
4.1. Electronic transmission – National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under Multilateral Instrument 11-102 Passport System and this policy..
4. Subsection 10(1) is deleted.
5. Section 16 is changed by
(a) deleting “by letter”, and
(b) deleting “in the pre-filing”.
6. Subsection 17(1) is changed by deleting “in the pre-filing”.
7. Subsection 22(1) is changed by replacing “In its application, the” with “The”.
8. Section 27 is replaced with the following:
Filing
27. A filer should send the application materials together with the fees to
(a) the principal regulator, in the case of a passport application, or
(b) the principal regulator and the OSC, in the case of a dual application..
9. Subsection 30(2) is changed by replacing “mark” with “treat”.
10. Subsection 34(1) is changed by replacing “circulate” with “provide”.
11. Part 10 is changed
(a) in its title by deleting “TRANSITION AND”, and
(b) by deleting section 40.
Effective Date
12. These changes become effective on June 9, 2023.
CHANGES TO
NATIONAL POLICY 11-207 FAILURE-TO-FILE CEASE TRADE ORDERS AND REVOCATIONS IN MULTIPLE JURISDICTIONS
1. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions is changed by this Document.
2. Section 3 is changed by
(a) deleting the definition of “SEDAR”, and
(b) adding the following definition:
“SEDAR+” means System for Electronic Data Analysis and Retrieval +;.
3. The Policy is changed by adding the following section:
5.1. Electronic Transmission – National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under this policy..
4. Section 13 is changed by replacing “SEDAR” with “SEDAR+”.
5. Subsection 16(1) is changed by replacing “circulate” with “provide”.
6. Subsection 19(2) is changed by deleting “a copy of”.
7. Section 28 is changed by replacing “to hold an annual meeting requirement” with “to hold an annual meeting”.
8. Paragraph 33(1)(e) is changed by replacing “SEDAR” with “SEDAR+”.
9. Section 37 is replaced with the following:
Filing
37. A filer should send the application materials, including the draft order together with the fees, where applicable, to
(a) the principal regulator or
(b) the principal regulator and the OSC, in the case of a dual application..
10. Subsection 40(2) is changed by replacing “mark” with “treat”.
11. Subsection 45(1) is changed by replacing “circulate” with “provide”.
Effective Date
12. These changes become effective on June 9, 2023.
CHANGES TO
NATIONAL POLICY 12-202 REVOCATION OF CERTAIN CEASE TRADE ORDERS
1. National Policy 12-202 Revocation of Certain Cease Trade Orders is changed by this Document.
2. Section 2 is changed by
(a) deleting the definition of “SEDAR”, and
(b) adding the following definition:
“SEDAR+” means System for Electronic Data Analysis and Retrieval +;.
3. The Policy is changed by adding the following section:
4.1. Electronic transmission – National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under this policy.
4. Section 9 is changed by replacing “to hold an annual meeting requirement” with “to hold an annual meeting”.
5. Paragraph 14(2)(f) is changed by replacing “SEDAR” with “SEDAR+”.
Effective Date
6. These changes become effective on June 9, 2023.
CHANGES TO
NATIONAL POLICY 12-203 MANAGEMENT CEASE TRADE ORDERS
1. National Policy 12-203 Management Cease Trade Orders is changed by this Document.
2. Section 2 is changed by deleting the definition of “SEDAR”.
3. The Policy is changed by adding the following section:
4.1. Electronic transmission – National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under this policy..
4. Section 9 is changed by deleting “on SEDAR”.
5. Section 14 is changed by
(a) deleting “then, for the purposes of filing on SEDAR,”, and
(b) deleting “electronic”.
Effective Date
6. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-3
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 41-101
GENERAL PROSPECTUS REQUIREMENTS
1. National Instrument 41-101 General Prospectus Requirements is amended by this Instrument.
2. Schedule 1 – Part A of Appendix A is amended by replacing “System for Electronic Document Analysis and Retrieval (SEDAR)” with “System for Electronic Data Analysis and Retrieval + (SEDAR+)” under the heading “General Instructions”.
3. Form 41-101F1 is amended in Item 36A.1(3)(b)(ii) by replacing “www.sedar.com” with
4. Form 41-101F1 is amended in Item 36A.1(5) by replacing “SEDAR” with “SEDAR+”.
5. Form 41-101F2 is amended in Item 37.1 by replacing “www.sedar.com” with “www.sedarplus.com”.
6. Form 41-101F3 is amended in the following items of Part B by replacing “www.sedar.com” with “www.sedarplus.com”:
(a) Item 4.1(1);
(b) Item 15.1(2).
Effective Date
7.(1) This Instrument comes into force on June 9, 2023.
7.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 41-101CP TO NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS
1. Companion Policy 41-101CP to National Instrument 41-101 General Prospectus Requirements is changed by this Document.
2. Section 1.2 is changed by adding the following subsection:
(8) Electronic transmission
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy..
3. Subsection 3.5.1(2) is changed by replacing “System for Electronic Document Analysis and Retrieval (SEDAR)” with “System for Electronic Data Analysis and Retrieval + (SEDAR+)”.
4. Subsection 3.5.1(3) is changed by replacing “SEDAR” with “SEDAR+”.
5. Subsection 6.5B(9) is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
6. Subsection 6.5B(11) is changed by replacing “SEDAR” with “SEDAR+”.
7. Subsection 6.5B(12) is changed by replacing “SEDAR” with “SEDAR+”.
8. Subsection 6.12(4) is changed by replacing “SEDAR” with “SEDAR+”.
9. Subsection 6.12(7) is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
Effective Date
10. These changes become effective on June 9, 2023.
CHANGES TO
NATIONAL POLICY 41-201 INCOME TRUSTS AND OTHER INDIRECT OFFERINGS
1. National Policy 41-201 Income Trusts and Other Indirect Offerings is changed by this Document.
2. In the following provisions, “SEDAR” is replaced with “SEDAR+”:
(a) section 3.3;
(b) section 3.10 and its heading;
(c) section 6.1(B).
Effective Date
3. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-4
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 43-101
STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS
1. National Instrument 43-101 Standards of Disclosure for Mineral Projects is amended by this Instrument.
2.Paragraph 6.4(1)(b) is amended by replacing “SEDAR” with “SEDAR+”.
Effective Date
3.(1) This Instrument comes into force on June 9, 2023.
3.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 43-101CP TO NATIONAL INSTRUMENT 43-101 STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS
1. Companion Policy 43-101CP to National Instrument 43-101 Standards of Disclosure for Mineral Projects is changed by this Document.
2. Subsection 4.2(1) is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
3. Subsection 4.2(11) is replaced with the following:
(11) Electronic transmission – National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy..
4. Subsection 4.3(2) is changed by replacing “SEDAR” with “SEDAR+”.
5. Section 6.1 is changed by deleting the following paragraph:
In addition, SEDAR might not be able to accommodate large technical report files. An issuer could have difficulty filing, and more importantly, the public could have difficulty accessing and downloading, large technical reports. An issuer should consider limiting the size of its technical reports to facilitate filing and public access to the reports.
Effective Date
6. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-5
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
1. National Instrument 44-101 Short Form Prospectus Distributions is amended by this Instrument.
2. Section 1.1 is amended by
(a) deleting the definition of “NI 13-101”, and
(b) adding the following definition:
“SEDAR+” has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+);.
3. Section 2.2 is amended by replacing paragraph (a) with the following:
(a) the issuer is required to transmit documents through SEDAR+;.
4. Subsection 2.3(1) is amended by replacing paragraph (a) with the following:
(a) the issuer is required to transmit documents through SEDAR+;.
5. Subsection 2.6(1) is amended by replacing paragraph (a) with the following:
(a) the issuer is required to transmit documents through SEDAR+;.
6. Form 44-101F1 is amended in Item 1.3 by replacing “www.sedar.com” with “www.sedarplus.com”.
7. Form 44-101F1 is amended in Item 11.6(3)(b)(ii) by replacing “www.sedar.com” with
Effective Date
8.(1) This Instrument comes into force on June 9, 2023.
8.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 44-101CP TO NATIONAL INSTRUMENT 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS
1. Companion Policy 44-101CP to National Instrument 44-101 Short Form Prospectus Distributions is changed by this Document.
2. The Policy is changed by adding the following section:
1.10 Electronic transmission – National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under NI 44-101 and this Policy..
3. Section 3.1 is changed by replacing “the issuer’s filer profile for SEDAR” with “the issuer’s profile for SEDAR+”.
4. Subsection 3.2.1(2) is changed by replacing “System for Electronic Document Analysis and Retrieval (SEDAR)” with “System for Electronic Data Analysis and Retrieval + (SEDAR+)”.
5. Subsection 3.2.1(3) is changed by replacing “SEDAR” with “SEDAR+”.
Effective Date
6. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-6
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 44-102
SHELF DISTRIBUTIONS
1. National Instrument 44-102 Shelf Distributions is amended by this Instrument.
2. Clause 9A.3(7)(b)(iv)(B) is amended by replacing “www.sedar.com” with “www.sedarplus.com”.
Effective Date
3.(1) This Instrument comes into force on June 9, 2023.
3.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 44-102CP TO NATIONAL INSTRUMENT 44-102 SHELF DISTRIBUTIONS
1. Companion Policy 44-102CP to National Instrument 44-102 Shelf Distributions is changed by this Document.
2. The Policy is changed by adding the following section:
1.1.1 Electronic transmission
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under NI 44-102 and this policy..
3. Section 1.3 is changed by replacing “SEDAR” with “SEDAR+”.
Effective Date
4. These changes become effective on June 9, 2023.
CHANGES TO
COMPANION POLICY 44-103CP TO NATIONAL INSTRUMENT 44-103 POST-RECEIPT PRICING
1. Companion Policy 44-103CP to National Instrument 44-103 Post-Receipt Pricing is changed by this Document.
2. The Policy is changed by adding the following section:
1.4 Electronic transmission
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this policy..
Effective Date
3. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-7
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 45-102
RESALE OF SECURITIES
1. National Instrument 45-102 Resale of Securities is amended by this Instrument.
2. Section 1.1 is amended by repealing the definition of “SEDAR”.
3. In the following provisions, “on SEDAR” is deleted:
(a) paragraph 2.8(3)(b);
(b) paragraph 2.11(a);
(c) paragraph 2.12(a).
4. Form 45-102F1 is amended under “INSTRUCTION:” by deleting “electronically through SEDAR”.
Effective Date
5.(1) This Instrument comes into force on June 9, 2023.
5.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 45-102 RESALE OF SECURITIES
1. Companion Policy 45-102 Resale of Securities is changed by this Document.
2. Section 1.1 is changed by adding the following paragraph:
(4) Electronic transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under NI 45-102 and this policy..
3. Section 1.16 is changed:
(a) by replacing “SEDAR” with “SEDAR+”, and
(b) by replacing “13-101 System for Electronic Document Analysis and Retrieval (SEDAR) and the current CSA SEDAR Filer Manual (including code updates)” with “13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) and its Companion Policy”.
Effective Date
4. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-8
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 45-106
PROSPECTUS EXEMPTIONS
1. National Instrument 45-106 Prospectus Exemptions is amended by this Instrument.
2. Section 1.1 is amended
(a) in the definition of “qualifying issuer” by repealing paragraph (a), and
(b) by repealing the definition of “SEDAR filer”.
3. Section 5.2 is amended by repealing paragraph (b).
4. Subparagraph 5A.2(k)(i)(B) is amended by replacing “www.sedar.com” with “www.sedarplus.com”.
5. Form 45-106F1 is repealed and replaced with the following form:
Form 45-106F1 Report of Exempt Distribution
1. Filing instructions
An issuer or underwriter that is required to file a report of exempt distribution and pay the applicable filing fee must pay the filing fee and file the information required by this form in the manner and using the templates specified in the System for Electronic Data Analysis and Retrieval + (SEDAR+) in accordance with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (in Québec, Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR +)).
The issuer or underwriter must file the report in a jurisdiction of Canada if the distribution occurs in the jurisdiction, and the issuer or underwriter is relying on a specific exemption from the prospectus requirement set out in section 6.1 of the Instrument. The requirement to file this report might also be a condition of a prospectus exemption provided in a national, multilateral or local rule or instrument, or a condition of an exemptive relief order. If a distribution is made in more than one jurisdiction of Canada, the issuer or underwriter may satisfy its obligation to file the report by completing a single report identifying all purchasers, and file the report in each jurisdiction of Canada in which the distribution occurs. Filing fees payable in a particular jurisdiction are not affected by identifying all purchasers in a single report.
In order to determine the applicable filing fee in a particular jurisdiction of Canada, consult the securities legislation of that jurisdiction. The issuer or underwriter must pay the filing fee through SEDAR+ in accordance with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)(NI 13-103)(in Québec, Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+)).
2. Issuers located outside of Canada
If an issuer located outside of Canada determines that a distribution has taken place in a jurisdiction of Canada, include information about purchasers resident in that jurisdiction only.
3. Multiple distributions
An issuer may use one report for multiple distributions occurring within 10 days of each other, provided the report is filed on or before the 10th day following the first distribution date. However, an investment fund issuer that is relying on the exemptions set out in subsection 6.2(2) of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) may file the report annually in accordance with that subsection.
4. References to purchaser
References to a purchaser in this form are to the beneficial owner of the securities.
However, if a trust company, trust corporation, or registered adviser described in paragraph (p) or (q) of the definition of “accredited investor” in section 1.1 of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) has purchased the securities on behalf of a fully managed account, provide information about the trust company, trust corporation or registered adviser only; do not include information about the beneficial owner of the fully managed account.
Joint purchasers may be treated as one purchaser for the purposes of Item 7(f) of this form.
5. References to issuer
References to “issuer” in this form include an investment fund issuer and a non-investment fund issuer, unless otherwise specified.
6. Investment fund issuers
If the issuer is an investment fund, complete Items 1-3, 6-8, 10, 11 and Schedule 1 of this form.
7. Mortgage investment entities
If the issuer is a mortgage investment entity, complete all applicable items of this form other than Item 6.
8. Language
The report must be filed in English or in French. In Québec, the issuer or underwriter must comply with linguistic rights and obligations prescribed by Québec law.
9. Currency
All dollar amounts in the report must be in Canadian dollars. If the distribution was made or any compensation was paid in connection with the distribution in a foreign currency, convert the currency to Canadian dollars using the daily exchange rate of the Bank of Canada on the distribution date. If the distribution date occurs on a date when the daily exchange rate of the Bank of Canada is not available, convert the currency to Canadian dollars using the most recent daily exchange rate of the Bank of Canada available before the distribution date. For investment funds in continuous distribution, convert the currency to Canadian dollars using the average daily exchange rate of the Bank of Canada for the distribution period covered by the report.
If the distribution was not made in Canadian dollars, provide the foreign currency in Item 7(a) of the report.
10. Date of information in report
Unless otherwise indicated in this form, provide the information as of the distribution end date.
11. Date of formation
For the date of formation, provide the date on which the issuer was incorporated, continued or organized (formed). If the issuer resulted from an amalgamation, arrangement, merger or reorganization, provide the date of the most recent amalgamation, arrangement, merger or reorganization.
12. Security codes
Wherever this form requires disclosure of the type of security, use the following security codes:
| Security code |
Security type |
| BND |
Bonds |
| CER |
Certificates (including pass-through certificates, trust certificates) |
| CMS |
Common shares |
| CVD |
Convertible debentures |
| CVN |
Convertible notes |
| CVP |
Convertible preferred shares |
| DCT |
Digital coins or tokens |
| DEB |
Debentures |
| DRS |
Depository receipts (such as American or Global depository receipts/shares) |
| FTS |
Flow-through shares |
| FTU |
Flow-through units |
| LPU |
Limited partnership units and limited partnership interests (including capital commitments) |
| MTG |
Mortgages (other than syndicated mortgages) |
| NOT |
Notes (include all types of notes except convertible notes) |
| OPT |
Options |
| PRS |
Preferred shares |
| RTS |
Rights |
| SMG |
Syndicated mortgages |
| SUB |
Subscription receipts |
| UBS |
Units of bundled securities (such as a unit consisting of a common share and a warrant) |
| UNT |
Units (exclude units of bundled securities, include trust units and mutual fund units) |
| WNT |
Warrants (including special warrants) |
| OTH |
Other securities not included above (if selected, provide details of security type in Item 7d) |
13. Distributions by more than one issuer of a single security
If two or more issuers distributed a single security, provide the full legal names of the co-issuers in Item 3.
1. For the purposes of this form:
“designated foreign jurisdiction” means Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore, South Africa, Spain, Sweden, Switzerland or the United Kingdom of Great Britain and Northern Ireland;
“eligible foreign security” means a security offered primarily in a foreign jurisdiction as part of a distribution of securities in either of the following circumstances:
(a) the security is issued by an issuer
(i) that is incorporated, formed or created under the laws of a foreign jurisdiction,
(ii) that is not a reporting issuer in a jurisdiction of Canada,
(iii) that has its head office outside of Canada, and
(iv) that has a majority of the executive officers and a majority of the directors ordinarily resident outside of Canada;
(b) the security is issued or guaranteed by the government of a foreign jurisdiction;
“foreign public issuer” means an issuer where any of the following apply:
(a) the issuer has a class of securities registered under section 12 of the 1934 Act;
(b) the issuer is required to file reports under section 15(d) of the 1934 Act;
(c) the issuer is required to provide disclosure relating to the issuer and the trading in its securities to the public, to security holders of the issuer or to a regulatory authority and that disclosure is publicly available in a designated foreign jurisdiction;
“legal entity identifier” means a unique identification code assigned to the person
(a) in accordance with the standards set by the Global Legal Entity Identifier System, or
(b) that complies with the standards established by the Legal Entity Identifier Regulatory Oversight Committee for pre-legal entity identifiers;
“NRD” means National Registration Database;
“permitted client” has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (in Québec, Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations);
“SEDAR+” has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)(in Québec, Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+));
“SEDAR+ profile” means a profile required under section 4 of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (in Québec, Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+)).
2. For the purposes of this form, a person is connected with an issuer or an investment fund manager if either of the following applies:
(a) one of them is controlled by the other;
(b) each of them is controlled by the same person.
Form 45-106F1 Report of Exempt Distribution
| Item 1 – Report Type |
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New report |
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| Amended report |
If amended, provide filing date of report that is being amended. |
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(YYYY-MM-DD) |
| Item 2 – Party Certifying the Report |
| Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106 (in Québec, Regulation 81-106 respecting Investment Fund Continuous Disclosure and Policy Statement to Regulation 81-106 respecting Investment Fund Continuous Disclosure). |
| Investment fund issuer |
| Issuer (other than an investment fund) |
| Underwriter |
| Item 3 – Issuer Name and Other Identifiers |
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| Provide the following information about the issuer, or if the issuer is an investment fund, about the fund. |
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| Full legal name |
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| Previous full legal name |
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| If the issuer’s name changed in the last 12 months, provide most recent previous legal name. |
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| Website |
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(if applicable) |
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If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”. |
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| Legal entity identifier |
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If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above. |
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| Full legal name(s) of co-issuer(s) |
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(if applicable) |
| Item 4 – Underwriter Information |
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| If an underwriter is completing the report, provide the underwriter’s full legal name, firm NRD number, and SEDAR+ profile number. |
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| Full legal name |
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| Firm NRD number |
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(if applicable) |
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| SEDAR+ profile number |
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| Item 5 – Issuer Information |
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| If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6. |
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| a) Primary industry |
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| Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer’s primary business activity. |
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| NAICS industry code |
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If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations. |
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| Exploration |
Development |
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Production |
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| Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply. |
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| Mortgages |
Real estate |
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Commercial/business debt |
Consumer debt |
Private companies |
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| Cryptoassets |
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| b) Number of employees |
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| Number of employees: |
0 – 49 |
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50 – 99 |
100 – 499 |
500 or more |
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| c) SEDAR+ profile number |
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| Provide the issuer’s SEDAR+ profile number |
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| Item 6 – Investment Fund Issuer Information |
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| If the issuer is an investment fund, provide the following information. |
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| d) Investment fund manager information |
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Full legal name |
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| Firm NRD number |
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(if applicable) |
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| SEDAR + profile number |
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| e) Type of investment fund |
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| Type of investment fund that most accurately identifies the issuer (select only one). |
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| Money market |
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Equity |
Fixed income |
Balanced |
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| Alternative strategies |
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Cryptoasset |
Other (describe) |
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| Indicate whether one or both of the following apply to the investment fund. |
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| Invests primarily in other investment fund issuers |
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| Is a UCITs Fund1 |
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| 1Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state. |
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| c) Net asset value (NAV) of the investment fund |
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| Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $). |
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| $0 to under $5M |
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$5M to under $25M |
$25M to under $100M |
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| $100M to under $500M |
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$500M to under $1B |
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$1B or over |
Date of NAV calculation: |
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YYYY |
MM |
DD |
| Item 7 – Information About the Distribution |
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| If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder’s fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report. |
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| f) Currency |
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| Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars. |
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Canadian dollar |
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US dollar |
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Euro |
Other (describe) |
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| g) Distribution date(s) |
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| State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report. |
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| Start date |
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End date |
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YYYY |
MM |
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| h) Detailed purchaser information |
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| Complete Schedule 1 of this form for each purchaser. |
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| i) Types of securities distributed |
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| Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed. |
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Canadian $ |
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Security code |
CUSIP number (if applicable) |
Description of security |
Number of securities |
Single or lowest price |
Highest price |
Total amount |
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| j) Details of rights and convertible/exchangeable securities |
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| If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security. |
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Convertible / exchangeable security code |
Underlying security code |
Exercise price (Canadian $) |
Expiry date (YYYY-MM-DD) |
Conversion ratio |
Describe other terms (if applicable) |
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Highest |
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| k) Summary of the distribution by jurisdiction and exemption |
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| State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only. This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction. For jurisdictions within Canada, state the province or territory, otherwise state the country. |
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Province or country |
Exemption relied on |
Number of unique purchasers2a |
Total amount (Canadian $) |
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| Total dollar amount of securities distributed |
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| 2aIn calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser. 2bIn calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser. |
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| Province or country |
Net proceeds (Canadian $) |
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| Total net proceeds to the investment fund |
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| Item 8 – Compensation Information |
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| Provide information for each person (as defined in NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions)) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated. |
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| Indicate whether any compensation was paid, or will be paid, in connection with the distribution. |
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| No |
Yes |
If yes, indicate number of persons compensated. |
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| m) Name of person compensated and registration status |
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| Indicate whether the person compensated is a registrant. |
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| No |
Yes |
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| If the person compensated is an individual, provide the name of the individual. |
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| Full legal name of individual |
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Family name |
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First given name |
Secondary given names |
| If the person compensated is not an individual, provide the following information. |
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| Full legal name of non-individual |
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Firm NRD number |
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(if applicable) |
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| Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. |
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| No |
Yes |
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| n) Business contact information |
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| If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated. |
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| Street address |
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Province/State |
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| Email address |
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Telephone number |
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| o) Relationship to issuer or investment fund manager |
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| Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) for the purposes of completing this section. |
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| Connected with the issuer or investment fund manager |
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| Insider of the issuer (other than an investment fund) |
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| Director or officer of the investment fund or investment fund manager |
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| Employee of the issuer or investment fund manager |
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| None of the above |
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| p) Compensation details |
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| Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. |
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Security code 1 |
Security code 2 |
Security code 3 |
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| Item 9 – Directors, Executive Officers and Promoters of the Issuer |
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| If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10. |
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| Indicate whether the issuer is any of the following (select the one that applies – if more than one applies, select only one). |
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| Reporting issuer in any jurisdiction of Canada |
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| Foreign public issuer |
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| Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada6 |
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| Provide name of reporting issuer |
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| Wholly owned subsidiary of a foreign public issuer6 |
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| Provide name of foreign public issuer |
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| Issuer distributing only eligible foreign securities and the distribution is to permitted clients only7 |
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| If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10. |
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| 6An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively. 7Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the definitions of “eligible foreign security” and “permitted client” in Part B(1) of the Instructions. |
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| If the issuer is none of the above, check this box and complete Item 9(a) – (c). |
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| q) Directors, executive officers and promoters of the issuer |
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| Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to issuer”, “D” – Director, “O” – Executive Officer, “P” – Promoter. |
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| r) Promoter information |
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If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to promoter”, “D” – Director, “O” – Executive Officer. |
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| s) Residential address of each individual |
| Complete Schedule 2 of this form, including the full residential address of each individual whose name appears in Item 9(a) or (b). Schedule 2 also requires information to be provided about control persons. |
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| Item 10 – Certification |
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| Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund. The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below. If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11. The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form. |
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| Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exempt distribution. |
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| By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete. |
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| Name of issuer/underwriter/ investment fund manager/agent |
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| Full legal name |
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| Family name |
First given name |
Secondary given names |
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| Title |
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| Telephone number |
Email address |
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| Signature |
Date |
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YYYY |
MM |
DD |
| Item 11 – Contact Person |
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| Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10. |
||
| Same as individual certifying the report |
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| Full legal name |
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Title |
| Family name |
First given name |
Secondary given names |
| Name of company |
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| Telephone number |
Email address |
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| Notice – Collection and use of personal information |
| The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form. Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested. By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada: a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and b) has authorized the indirect collection of the information by the securities regulatory authority or regulator. |
Schedule 1 to Form 45-106F1 (Confidentia l Purchaser information)
Schedule 1 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.
The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.
a) General information (provide only once)
1. Name of issuer
2. Certification date (YYYY-MM-DD)
Provide the following information for each purchaser that participated in the distribution. For each purchaser, create separate entries for each distribution date, security type and exemption relied on for the distribution.
b) Legal name of purchaser
If two or more individuals have purchased a security as joint purchasers, provide information for each purchaser under the columns for family name, first given name and secondary given names, if applicable, and separate the individuals’ names with an ampersand. For example, if Jane Jones and Robert Smith are joint purchasers, indicate “Jones & Smith” in the family name column.
3. Family name
4. First given name
5. Secondary given names (if applicable)
6. Full legal name of non-individual (if applicable)
c) Contact information of purchaser
7. Residential street address
8. Municipality
9. Province/State
10. Postal code/Zip code
11. Country
12. Telephone number
13. Email address (if available)
d) Details of securities purchased
14. Date of distribution (YYYY-MM-DD)
15. Number of securities
16. Security code
17. Amount paid (Canadian $)
e) Details of exemption relied on
18. Rule, section and subsection number
19. If relying on section 2.3 [Accredited investor] of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), provide the paragraph number in the definition of “accredited investor” in section 1.1 of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) that applies to the purchaser. (select only one – if the purchaser is a permitted client that is not an individual, “NIPC” can be selected instead of the paragraph number)
20. If relying on section 2.5 [Family, friends and business associates] of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), provide:
a. the paragraph number in subsection 2.5(1) that applies to the purchaser (select only one); and
b. if relying on paragraphs 2.5(1)(b) to (i), provide:
i. the name of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser. (Note: if Item 9(a) has been completed, the name of the director, executive officer or control person must be consistent with the name provided in Item 9 and Schedule 2.)
ii. the position of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser.
21. If relying on subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) and the purchaser is an eligible investor, provide the paragraph number in the definition of “eligible
investor” in section 1.1 of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) that applies to the purchaser. (select only one)
f) Other information
Paragraphs f)1. and f)2. do not apply if any of the following apply:
(a) the issuer is a foreign public issuer;
(b) the issuer is a wholly owned subsidiary of a foreign public issuer;
(c) the issuer is distributing only eligible foreign securities and the distribution is to permitted clients only.
22. Is the purchaser a registrant? (Y/N)
23. Is the purchaser an insider of the issuer? (Y/N) (not applicable if the issuer is an investment fund)
24. Full legal name of person compensated for distribution to purchaser. If a person compensated is a registered firm, provide the firm NRD number only. (Note: the names must be consistent with the names of the persons compensated as provided in Item 8.)
INSTRUCTIONS FOR SCHEDULE 1
Any securities issued as payment for commissions or finder’s fees must be disclosed in Item 8 of the report, not in Schedule 1.
Details of exemption relied on – When identifying the exemption the issuer relied on for the distribution to each purchaser, refer to the rule, statute or instrument in which the exemption is provided and identify the specific section and, if applicable, subsection or paragraph. For example, if the issuer is relying on an exemption in a National Instrument, refer to the number of the National Instrument, and the subsection or paragraph number of the specific provision. If the issuer is relying on an exemption in a local blanket order, refer to the blanket order by number.
For exemptions that require the purchaser to meet certain characteristics, such as the exemption in section 2.3 [Accredited investor], section 2.5 [Family, friends and business associates] or subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), provide the specific paragraph in the definition of those terms that applies to each purchaser.
Reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) – For reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45- 106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), Schedule 1 must list the total number of purchasers by jurisdiction only, and is not required to include the name, residential address, telephone number or email address of the purchasers.
Schedule 2 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.
Complete the following only if Item 9(a) is required to be completed. This schedule also requires information to be provided about control persons of the issuer at the time of the distribution.
The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.
g) General information (provide only once)
25. Name of issuer
26. Certification date (YYYY-MM-DD)
h) Business contact information of Chief Executive Officer (if not provided in Item 10 or 11 of report)
27. Email address
28. Telephone number
i) Residential address of directors, executive officers, promoters and control persons of the issuer
Provide the following information for each individual who is a director, executive officer, promoter or control person of the issuer at the time of the distribution. If the promoter or control person is not an individual, provide the following information for each director and executive officer of the promoter and control person. (Note: names of directors, executive officers and promoters must be consistent with the information in Item 9 of the report, if required to be provided.)
29. Family name
30. First given name
31. Secondary given names
32. Residential street address
33. Municipality
34. Province/State
35. Postal code/Zip code
36. Country
37. Indicate whether the individual is a control person, or a director and/or executive officer of a control person (if applicable)
j) Non-individual control persons (if applicable)
If the control person is not an individual, provide the following information. For locations within Canada, state the province or territory, otherwise state the country.
1. Organization or company name
2. Province or country of business location
Questions:
Refer any questions to:
Alberta Securities Commission Suite 600, 250 – 5th Street SW Calgary, Alberta T2P 0R4 Telephone: 403-297-6454
Facsimile: 403-297-6156
Toll free in Canada: 1-877-355-0585
Public official contact regarding indirect collection of information: FOIP Coordinator
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre 701 West Georgia Street
Vancouver, British Columbia V7Y 1L2 Inquiries: 604-899-6854
Toll free in Canada: 1-800-373-6393 Facsimile: 604-899-6506
Email: FOI-privacy@bcsc.bc.ca
Public official contact regarding indirect collection of information: Privacy Officer
The Manitoba Securities Commission
500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2561
Toll free in Manitoba: 1-800-655-5244 Facsimile: 204-945-0330
Public official contact regarding indirect collection of information: Director
Financial and Consumer Services Commission (New Brunswick)
85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: 506-658-3060
Toll free in Canada: 1-866-933-2222 Facsimile: 506-658-3059
Email: info@fcnb.ca
Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer
Government of Newfoundland and Labrador Office of the Superintendent
Department of Digital Government and Service NL
P.O. Box 8700
Confederation Building 2nd Floor, West Block Prince Philip Drive
St. John’s, Newfoundland and Labrador A1B 4J6 Attention: Superintendent of Securities Telephone: 709-729-2571
Facsimile: 709-729-6187
Public official contact regarding indirect collection of information: Superintendent of Securities
Government of the Northwest Territories
Office of the Superintendent of Securities
P.O. Box 1320
Yellowknife, Northwest Territories X1A 2L9 Telephone: 867-767-9305
Facsimile: 867-873-0243
Public official contact regarding indirect collection of information: Superintendent of Securities
Nova Scotia Securities Commission
Suite 400, 5251 Duke Street Duke Tower
P.O. Box 458
Halifax, Nova Scotia B3J 2P8 Telephone: 902-424-7768
Facsimile: 902-424-4625
Public official contact regarding indirect collection of information: Executive Director
Government of Nunavut Office of the Superintendent of Securities
Legal Registries Division
P.O. Box 1000, Station 570 4th Floor, Building 1106 Iqaluit, Nunavut X0A 0H0 Telephone: 867-975-6590
Facsimile: 867-975-6594
Public official contact regarding indirect collection of information: Superintendent of Securities
Ontario Securities Commission 20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Telephone: 416-593-8314
Toll free in Canada: 1-877-785-1555 Facsimile: 416-593-8122
Email: exemptmarketfilings@osc.gov.on.ca
Public official contact regarding indirect collection of information: Inquiries Officer
Prince Edward Island Securities Office
95 Rochford Street, 4th Floor Shaw Building
P.O. Box 2000
Charlottetown, Prince Edward Island C1A 7N8 Telephone: 902-368-4569
Facsimile: 902-368-5283
Public official contact regarding indirect collection of information: Superintendent of Securities
Autorité des marchés financiers
800, rue du Square-Victoria, 22e étage
C.P. 246, Place Victoria Montréal, Québec H4Z 1G3
Telephone: 514-395-0337 or 1-877-525-0337
Facsimile: 514-873-6155 (For filing purposes only) Facsimile: 514-864-6381 (For privacy requests only)
Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers); fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers)
Public official contact regarding indirect collection of information: Corporate Secretary
Financial and Consumer Affairs Authority of Saskatchewan
Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5842
Facsimile: 306-787-5899
Public official contact regarding indirect collection of information: Executive Director, Securities Division
Office of the Superintendent of Securities Government of Yukon
Department of Community Services
307 Black Street, 1st Floor
P.O. Box 2703, C-6
Whitehorse, Yukon Y1A 2C6 Telephone: 867-667-5466
Facsimile: 867-393-6251 Email: securities@yukon.ca
Public official contact regarding indirect collection of information: Superintendent of Securities
6. Form 45-106F3 is amended in Item 2.2 by replacing “SEDAR website at www.sedar.com” with “SEDAR+ website at www.sedarplus.com”.
7. Form 45-106F3 is amended in Item 2.3 by replacing “SEDAR” with “SEDAR+”.
8. Form 45-106F3 is amended in Item C.1 by replacing “SEDAR” with “SEDAR+”.
9. Form 45-106F3 is amended in Item D.2 by replacing “SEDAR” with “SEDAR+”.
10. Form 45-106F14 is amended in Item 9 by replacing “SEDAR” with “SEDAR+”.
11. Form 45-106F15 is amended in Item 40 by replacing “SEDAR” with “SEDAR+”.
12. Form 45-106F19 is amended in Item 14 by replacing “www.sedar.com” with “www.sedarplus.com”.
Effective Date
13.(1) This Instrument comes into force on June 9, 2023.
13.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 45-106CP PROSPECTUS EXEMPTIONS
1. Companion Policy 45-106CP Prospectus Exemptions is changed by this Document.
2. Part 2 is changed by adding the following paragraph:
2.1.01 Electronic Transmission
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under NI 45- 106 and this Companion Policy..
3. Subsection 5.1(3) is replaced with the following:
(3) Electronic filing of Form 45-106F1 Report of Exempt Distribution
Form 45-106F1 is required to be filed in all CSA jurisdictions through the System for Electronic Data Analysis and Retrieval + (SEDAR+) in the manner and using the templates specified in SEDAR+..
Effective Date
4. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-9
(Section 149.1, The Securities Act)
AMENDMENTS TO MULTILATERAL INSTRUMENT 45-108
CROWDFUNDING
1. Multilateral Instrument 45-108 Crowdfunding is amended by this Instrument.
2. Item 10 of Form 45-108F1 is amended by replacing “SEDAR website at www.sedar.com” with “SEDAR+ website at www.sedarplus.com”.
Effective Date
3.(1) This Instrument comes into force on June 9, 2023.
3.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 45-108CP CROWDFUNDING
1. Companion Policy 45-108CP Crowdfunding is changed by this Document.
2. The Preamble to Companion Policy is changed by adding the following after the section “Multi- jurisdictional distributions” and before “PART 1 DEFINITIONS AND INTERPRETATION”:
Electronic transmission
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Companion Policy..
Effective Date
3. These changes become effective on June 9, 2023.
CHANGES TO
NATIONAL POLICY 46-201 ESCROW FOR INITIAL PUBLIC OFFERINGS
1. National Policy 46-201 Escrow for Initial Public Offerings is changed by this Document.
2. Section 1.2 is changed by adding the following paragraph:
(4) National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under this Policy..
Effective Date
3. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-10
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 51-101
STANDARDS OF DISCLOSURE FOR OIL AND GAS ACTIVITIES
1. National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities is amended by this Instrument.
2. Paragraph 5.18(2)(c) is amended by replacing “SEDAR” with “SEDAR+”.
3. Form 51-101F4 is amended by replacing
(a) “SEDAR” with “SEDAR+”, and
(b) “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
Effective Date
4.(1) This Instrument comes into force on June 9, 2023.
4.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 51-101 STANDARDS OF DISCLOSURE FOR OIL AND GAS ACTIVITIES
1. Companion Policy 51-101 Standards of Disclosure for Oil and Gas Activities is changed by this Document.
2. The fourth opening paragraph is changed by replacing “SEDAR” with “SEDAR+”.
3. The Policy is changed by adding the following section:
1.5 Electronic transmission
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under NI 51-101 and this Companion Policy..
4. Section 2.1 is changed in the heading by replacing “SEDAR” with “SEDAR+”.
5. Section 2.1 is changed by
(a) replacing “SEDAR” wherever it occurs with “SEDAR+”, and
(b) replacing “National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) and the current CSA “SEDAR Filer Manual”” with “National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) and its Companion Policy”.
6. Subsection 2.4(2) is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
7. Subsection 5.2(5) is changed by replacing “SEDAR” with “SEDAR+”.
Effective Date
8. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-11
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 51-102
CONTINUOUS DISCLOSURE OBLIGATIONS
1. National Instrument 51-102 Continuous Disclosure Obligations is amended by this Instrument.
2. Subsection 1.1(1) is amended by deleting the definition of “electronic format”.
3. Paragraph 4.9(i) is amended by replacing “in electronic format” with “electronically”.
4. Section 5.8 is amended by replacing “www.sedar.com” wherever it occurs with “www.sedarplus.com”.
5. Section 9.1.1 is amended by replacing “SEDAR” wherever it occurs with “SEDAR+” and “non-SEDAR” wherever it occurs with “non-SEDAR+”.
6. Section 9.2 is amended by replacing “SEDAR” wherever it occurs with “SEDAR+”.
7. Paragraph 12.1(2)(b) is amended by replacing “in an acceptable electronic format” with “electronically”.
8. In the following provisions, “in electronic format” is replaced with “electronically”:
(a) Section 13.3;
(b) Section 13.4.
9. Form 51-102F1 is amended in Item 1.15(a) by replacing “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
10. Form 51-102F2 is amended in Part 1 under “Incorporating Information by Reference” by replacing
(a) “SEDAR” with “SEDAR+”, and
(b) “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
11. Form 51-102F2 is amended in Item 17.1(1) by replacing “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
12. Form 51-102F3 is amended in Item 5.2(ii) under “INSTRUCTIONS” by replacing “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
13. Form 51-102F4 is amended in Part 1 under “Incorporating Material by Reference” by replacing “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
14. Form 51-102F5 is amended in Part 1 under “Incorporating Material by Reference” by replacing “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
15. Form 51-102F5 is amended in Item 16.1 of Part 2 by replacing “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
Effective Date
16.(1) This Instrument comes into force on June 9, 2023.
16.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 51-102CP CONTINUOUS DISCLOSURE OBLIGATIONS
1. Companion Policy 51-102CP Continuous Disclosure Obligations is changed by this Document.
2. Subsection 1.2(2) is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
3. The Policy is changed by adding the following section:
1.11 Electronic transmission
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy..
4. Paragraph 3.9(1)(b) is replaced with “the reporting issuer files the material change report or news release with the securities regulatory authority or regulator under the Change in Corporate Structure category on SEDAR+.”.
5. Section 6.1 is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
6. Section 9.2 is changed by replacing “SEDAR” with “SEDAR+”.
7. Section 9.3 is changed by replacing “SEDAR” with “SEDAR+”.
8. Subsection 10.3(5) is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
Effective Date
9. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-12
(Section 149.1, The Securities Act)
AMENDMENTS TO MULTILATERAL INSTRUMENT 51-105
ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS
1. Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets is amended by this Instrument.
2. In the following provisions, “National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)” is replaced with “National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)”:
(a) paragraph 5(a);
(b) subsection 7(2);
(c) subsection 8(3).
3. Form 51-105F3A is amended in the General Instructions under “Delivery” by replacing “System for Electronic Document Analysis and Retrieval (SEDAR)” with “System for Electronic Data Analysis and Retrieval + (SEDAR+)”.
Effective Date
4.(1) This Instrument comes into force on June 9, 2023.
4.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 51-105CP MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS
1. Companion Policy 51-105CP Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the- Counter Markets is changed by this Document.
2. The Policy is changed by adding the following section:
1.1 Electronic transmission
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Companion Policy..
3. Section 5 is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
Effective Date
4. These changes become effective on June 9, 2023.
CHANGES TO
NATIONAL POLICY 51-201 DISCLOSURE STANDARDS
1. National Policy 51-201 Disclosure Standards is changed by this Document.
2. Footnote 23 is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
3. Subsection 6.11(2) is changed by replacing “SEDAR” with “SEDAR+”.
Effective Date
4. These changes become effective on June 9, 2023.
CHANGES TO
COMPANION POLICY 52-107CP ACCEPTABLE ACCOUNTING PRINCIPLES AND AUDITING STANDARDS
1. Companion Policy 52-107CP Acceptable Accounting Principles and Auditing Standards is changed by this Document.
2. Part 1 is changed by adding the following section:
1.5.1 Electronic Transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Companion Policy..
Effective Date
3. These changes become effective on June 9, 2023.
CHANGES TO
COMPANION POLICY 52-108CP AUDITOR OVERSIGHT
1. Companion Policy 52-108CP Auditor Oversight is changed by this Document.
2. The Companion Policy is changed by adding the following section after the Introduction and before section 1:
Electronic Transmission
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under National Instrument 52-108 Auditor Oversight and this Policy..
Effective Date
3. These changes become effective on June 9, 2023.
CHANGES TO
COMPANION POLICY 52-109CP TO NATIONAL INSTRUMENT 52-109 CERTIFICATION OF DISCLOSURE IN ISSUERS’ ANNUAL AND INTERIM FILINGS
1. Companion Policy 52-109CP to National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings is changed by this Document.
2. Part 1 is changed by adding the following section:
1.8 Electronic transmission – National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy..
Effective Date
3. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-13
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 52-112
NON-GAAP AND OTHER FINANCIAL MEASURES DISCLOSURE
1. National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure is amended by this Instrument.
2. Paragraph 5(2)(c) is amended by replacing “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com” .
Effective Date
3.(1) This Instrument comes into force on June 9, 2023.
3.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 52-112 NON-GAAP AND OTHER FINANCIAL MEASURES DISCLOSURE
1. Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure is changed by this Document.
2. The Introduction under “Interpretation of “made available to the public” and “filed”, “delivered” or “submitted”” is changed by replacing “SEDAR” with “SEDAR+” .
3. Section 5 is changed by replacing “SEDAR” wherever it occurs with “SEDAR+” .
Effective Date
4. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-14
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 54-101
COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER
1. National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer is amended by this Instrument.
2. Section 1.1 is amended by adding the following definition:
“SEDAR+” has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+);.
3. Section 2.7.1 is amended by replacing “SEDAR” wherever it occurs with “SEDAR+” and “non-SEDAR” wherever it occurs with “non-SEDAR+”.
4. Section 2.7.2 is amended by replacing “SEDAR” with “SEDAR+”.
Effective Date
5.(1) This Instrument comes into force on June 9, 2023.
5.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 54-101CP TO NATIONAL INSTRUMENT 54-101 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER
1. Companion Policy 54-101CP to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer is changed by this Document.
2. The Policy is changed by adding the following section:
2.8 Electronic Transmission – National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this policy..
3. Table A in Section 5.1 is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
4. Table B in Section 5.1 is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
5. Section 5.4 is changed:
(a) in subsection (1) by replacing “SEDAR” with “SEDAR+”,
(b) in subsection (5) by replacing “SEDAR” wherever it occurs with “SEDAR+”,
(c) in subsection (6) by replacing “SEDAR” wherever it occurs with “SEDAR+”, and
(d) in subsection (8) by replacing “SEDAR” with “SEDAR+”.
Effective Date
6. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-15
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 55-102
SYSTEM FOR ELECTRONIC DISCLOSURE BY INSIDERS (SEDI)
1. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) is amended by this Instrument.
2. Section 1.1 is amended in the definition of “SEDI issuer” by replacing “that is required to comply with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR), including a foreign issuer referred to under paragraph 2 of subsection 2.1(1) of that Instrument” with “that is required to comply with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)”.
3. Form 55-102F1 in section 9 is amended by replacing “SEDAR” wherever it occurs with “SEDAR+”.
4. Form 55-102F3 is amended in Item 1 by
(a) replacing “SEDAR” wherever it occurs with “SEDAR+”, and
(b) deleting “See National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR).” .
Effective Date
5.(1) This Instrument comes into force on June 9, 2023.
5.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-16
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 55-104
INSIDER REPORTING REQUIREMENTS AND EXEMPTIONS
1. National Instrument 55-104 Insider Reporting Requirements and Exemptions is amended by this Instrument.
2. Paragraph 6.2(a) is amended by replacing “SEDAR” with “SEDAR+”.
3. Paragraph 6.3(e) is amended by replacing “SEDAR” with “SEDAR+”.
4. Section 7.3 is amended by replacing “SEDAR” with “SEDAR+”.
Effective Date
5.(1) This Instrument comes into force on June 9, 2023.
5.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 55-104CP INSIDER REPORTING REQUIREMENTS AND EXEMPTIONS
1. Companion Policy 55-104CP Insider Reporting Requirements and Exemptions is changed by this Document.
2. Section 7.2 is changed by replacing “SEDAR” with “SEDAR+”.
Effective Date
3. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-17
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 58-101
DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES
1. National Instrument 58-101 Disclosure of Corporate Governance Practices is amended by this Instrument.
2. Section 1.1 is amended by
(a) deleting the definition of “SEDAR”, and
(b) adding the following definition:
“SEDAR+” has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+);.
3. Section 2.3 is amended by replacing “SEDAR” with “SEDAR+”.
4. Form 58-101F1 is amended under “INSTRUCTION” by replacing “SEDAR” with “SEDAR+”.
Effective Date
5.(1) This Instrument comes into force on June 9, 2023.
5.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 61-101CP TO MULTILATERAL INSTRUMENT 61-101 PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL TRANSACTIONS
1. Companion Policy 61-101CP to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions is changed by this Document.
2. The Policy is changed by adding the following section:
1.2. Electronic Transmission – National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this policy..
Effective Date
3. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-18
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 62-104
TAKE-OVER BIDS AND ISSUER BIDS
1. National Instrument 62-104 Take-Over Bids and Issuer Bids is amended by this Instrument.
2. Subsection 3.2(5) is amended by replacing “National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)” with “National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)”.
3. Subsection 3.2(6) is amended by
(a) replacing “in an acceptable electronic format” with “electronically”;
(b) replacing “National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)” with “National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)”.
4. Form 62-104F1 is amended in Part 1(b) by replacing “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
5. Form 62-104F2 is amended in Part 1(b) by replacing “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
Effective Date
6.(1) This Instrument comes into force on June 9, 2023.
6.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 71-102CP CONTINUOUS DISCLOSURE AND OTHER EXEMPTIONS RELATING TO FOREIGN ISSUERS
1. Companion Policy 71-102CP Continuous Disclosure and Other Exemptions Relating to Foreign Issuers is changed by this Document.
2. Part 1 is changed by adding the following section:
1.5 Electronic Transmission
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Companion Policy..
3. Section 4.1 is changed in the heading by replacing “SEDAR” with “SEDAR+”.
4. Section 4.1 is changed by replacing “SEDAR” wherever it occurs with “SEDAR+”.
Effective Date
5. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-19
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 81-101
MUTUAL FUND PROSPECTUS DISCLOSURE
1. National Instrument 81-101 Mutual Fund Prospectus Disclosure is amended by this Instrument.
2. Form 81-101F1 is amended by replacing “www.sedar.com” wherever it occurs with “www.sedarplus.com” in the following provisions:
(a) Item 3 of Part A;
(b) Item 12 of Part B.
3. Form 81-101F2 is amended in Item 24(2) by replacing “www.sedar.com” with “www.sedarplus.com”.
Effective Date
4.(1) This Instrument comes into force on June 9, 2023.
4.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 81-101CP TO NATIONAL INSTRUMENT 81-101 MUTUAL FUND PROSPECTUS DISCLOSURE
1. Companion Policy 81-101CP to National Instrument 81-101 Mutual Fund Prospectus Disclosure is changed by this Document.
2. Subsection 2.5(1) is changed by replacing
“All documents required to be filed under the Instrument must be filed in accordance with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR).”
with
“National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy.”.
3. Section 2.5.1 is changed
(a) in subsection (2) by replacing “System for Electronic Document Analysis and Retrieval (SEDAR)” with “System for Electronic Data Analysis and Retrieval + (SEDAR+)”, and
(b) in subsection (3) by replacing “SEDAR” with “SEDAR+”.
Effective Date
4. These changes become effective on June 9, 2023.
CHANGES TO
COMPANION POLICY 81-102CP TO NATIONAL INSTRUMENT 81-102 INVESTMENT FUNDS
1. Companion Policy 81-102CP to National Instrument 81-102 Investment Funds is changed by this Document.
2. The Companion Policy is changed by adding after Part 2: “PART 2.1 ELECTRONIC TRANSMISSION
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy.”.
Effective Date
3. These changes become effective on June 9, 2023.
THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2023-20
(Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 81-106
INVESTMENT FUND CONTINUOUS DISCLOSURE
1. National Instrument 81-106 Investment Fund Continuous Disclosure is amended by this Instrument.
2. In the following provisions, “SEDAR” is replaced with “SEDAR+”:
(a) paragraph 5.2(5)(d);
(b) paragraph 5.3(4)(b).
3. Paragraph 9.4(2.2)(f) is amended by replacing “www.sedar.com” with “www.sedarplus.com”.
4. Paragraph 12.2.1(a)(iii) is amended by replacing “SEDAR” with “SEDAR+” and “non-SEDAR” with
“non-SEDAR+”.
5. In the following provisions, “SEDAR” is replaced with “SEDAR+”:
(a) paragraph 12.2.1(f);
(b) subparagraph 12.2.1(g)(i);
(c) clause 12.2.1(g)(ii)(B);
(d) subparagraph 12.2.1(i)(ii).
6. Form 81-106F1 is amended in Item 1 of Part B by replacing “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
7. Form 81-106F1 is amended in Item 5(9) of Part B under “INSTRUCTIONS” by replacing “www.sedar.com” with “www.sedarplus.com”.
8. Form 81-106F1 is amended in Item 1 of Part C by replacing “SEDAR at www.sedar.com” with “SEDAR+ at www.sedarplus.com”.
Effective Date
9.(1) This Instrument comes into force on June 9, 2023.
9.(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
CHANGES TO
COMPANION POLICY 81-106CP TO NATIONAL INSTRUMENT 81-106 INVESTMENT FUND CONTINUOUS DISCLOSURE
1. Companion Policy 81-106CP to National Instrument 81-106 Investment Fund Continuous Disclosure is changed by this Document.
2. Section 1.6 is replaced with the following:
1.6 Electronic Transmission to a Securities Regulatory Authority or Regulator - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13- 103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy..
3. Subsection 8.2(4) is changed by replacing “non-SEDAR” with “non-SEDAR+”.
Effective Date
4. These changes become effective on June 9, 2023.
CHANGES TO
COMMENTARY IN NATIONAL INSTRUMENT 81-107 INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS
1. The Commentary to National Instrument 81-107 Independent Review Committee for Investment Funds is changed by this Document.
2. In the following provisions, “SEDAR” is replaced with “SEDAR+”:
(a) paragraph 1 of the Commentary to section 4.4;
(b) paragraph 5 of the Commentary to section 5.3;
(c) paragraph 3 of the Commentary to section 6.2;
(d) paragraph 4 of the Commentary to section 6.3;
(e) paragraph 4 of the Commentary to section 6.4.
Effective Date
3. These changes become effective on June 9, 2023.
CHANGES TO
POLICY STATEMENT TO REGULATION 81-107 RESPECTING INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS
1. Policy Statement to Regulation 81-107 Respecting Independent Review Committee for Investment Funds is changed by this Document.
2. Section 1.1 is changed by adding the following paragraph:
3. Electronic transmission to a securities regulatory authority or regulator –
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).
The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.
To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.
National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this policy.
3. In the following provisions “SEDAR group profile number” is replaced with “SEDAR+ group profile number”:
(a) Subsection 4.4(1);
(b) Subsection 5.3(5);
(c) Subsection 6.2(3);
(d) Subsection 6.3(4);
(e) Subsection 6.4(4).
Effective Date
4. These changes become effective on June 9, 2023.
ANNEX F
WITHDRAWAL AND REVISION OF CSA NOTICES AND CSA STAFF NOTICES
As a result of the Amendments, we are withdrawing the following CSA Notices and CSA Staff Notices effective on the date of the coming into force of NI 13-103:
• CSA Staff Notice 11-318 Guidance for Cease Trade Order Database Users;
• CSA Staff Notice 13-317 Amendments to the SEDAR Filer Manual;
• CSA Staff Notice 13-318 Changes to www.SEDAR.com;
• CSA Staff Notice 13-319 SEDAR Filer Manual Update;
• CSA Staff Notice 13-320 Regarding Implementation of Multilateral Instrument 13-102 System Fees for SEDAR and NRD and Related Consequential Amendments to CSA National Systems Rules;
• CSA Staff Notice 13-321 Update on new service provider for the operation of the CSA National Systems and implementation of Related Consequential Amendments to CSA National Systems Rules;
• CSA Staff Notice 13-322 Service Transition Cutover Date for Information Management Services and implementation of Related Consequential Amendments to CSA National Systems Rules;
• Multilateral CSA Staff Notice 13-323 Frequently Asked Questions About Making Exempt Market Offering and Disclosure Filings on SEDAR, if applicable; and
• CSA Notice 51-323 XBRL filing program and request for volunteers.
In addition, we will be revising certain CSA Staff Notices on the date of the coming into force of NI 13-103, including the following:
• CSA Staff Notice 43-310 Confidential Pre-File Review of Prospectuses (for non- investment fund issuers) (revised) to update guidance on the filing of pre-filed prospectuses on SEDAR+;
• CSA Staff Notice 45-308 Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions (Revised) to update guidance on the filing of reports of exempt distribution on SEDAR+;
CSA Staff Notice 51-324 Revised Glossary to NI 51-101 Standards of Disclosure for Oil and Gas Activities to change the references to SEDAR to SEDAR+.
ANNEX G
Local Matters
Manitoba Securities Commission Order No. 7074
Exemption from the dealer registration requirement and the adviser registration requirement in respect of trades and advice for U.S. resident clients
The Manitoba Securities Commission, considering that to do so would not be prejudicial to the public interest, orders effective June 9, 2023 that Order No. 7074 - Exemption from the dealer registration requirement and the adviser registration requirement in respect of trades and advice for U.S. resident clients is varied, by changing section 1. to reflect that an information report referred to in paragraph 1(a) and the information and records referred to in paragraph 1(c) will be filed outside of SEDAR+ by email until a later phase of the National Systems Renewal Program, so that so that paragraphs 1(a) an,(c) of the Order read as in the attached unsigned Order.
<"",,
THE MANITOBA SECURITIES COMMISSION
THE SECURITIES ACT )
)
Section 20(1) )
Order No. 7074
March 19, 2015
Amended Blanket Ruling 32-501
Exemption from the dealer registration requirement and the adviser registration requirement in respect of trades and advice
for U.S. resident clients
WHEREAS:
(A) Terms defined in securities legislation, National Instrument 14-101 Definitions, and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations have the same meaning in this order.
(B) Certain broker-dealers registered under U.S. federal securities law (U.S. broker-dealer firms) have offices or employees in Manitoba;
(C) Certain advisers registered or exempt from registration under U.S. federal securities law (U.S. adviser firms) have offices or employees in Manitoba;
(D) Those U.S. broker-dealer firms and U.S. adviser firms trade for and advise U.S. resident clients and may be subsidiaries of, affiliated to, or have arrangements with registered firms in Manitoba;
(E) Employees in Manitoba of
1. those U.S. broker-dealer firms who trade for U.S. resident clients must be registered to trade for U.S. resident clients under U.S. federal securities law
2. those U.S. adviser firms who advise U.S. resident clients must be registered or exempt from registration to advise U.S. resident clients under U.S. federal securities law
(registered representatives)
(F) If those U.S. broker-dealer firms and U.S. adviser firms and their registered representatives trade for and advise U.S. resident clients and are not registered in Manitoba, they are in default of the dealer registration requirement or the adviser registration requirement, because carrying out those activities in Manitoba requires registration;
Securities Division
500-400 St. Mary Avenue, Winnipeg, MB R3C 4K5 • tel: 204.945.2548 • fax: 204.945.0330 • www.msc.gov.mb.ca
A DIVISION □F THE MANITOBA FINANCIAL SERVICES AGENCY
2
(G) Those U.S. broker-dealer firms and U.S. adviser firms and their registered representatives are subject to U.S. federal securities law in respect of trades for and advice to U.S. resident clients;
(H) The Commission is of the opinion that it is in the public interest to make this order.
IT IS ORDERED:
1. THAT, pursuant to s. 20(1) of th e Act, a U.S. broker-dealer firm and its representatives are exempt from the dealer registration requirement in respect of trades for U.S. resident clients, and a U.S. adviser firm and its representatives are exempt from the adviser registration requirement in respect of advice to U.S. resident clients, provided that:
(a) The U.S. broker-dealer firm or U.S. adviser firm files with the regulator by email at exemptionsmsc@gov.mb.ca a current information report in the form prescribed in Appendix A before relying on this order, and files an updated information report within 10 days of a change to a previously filed information report.
(b) The U.S. broker-dealer firm or U.S. adviser firm does not trade securities for or advise clients resident in Manitoba, and their registered representatives only trade securities for or advise clients resident in Manitoba if they are registered in the appropriate category.
(c) The U.S. broker-dealer firm or U.S. adviser firm files with the regulator by email at exemptionsmsc@gov.mb.ca all information and records about its trading and advising activities as the regulator requires from time to time.
(d) The U.S. broker-dealer firm and its representatives or the U.S. adviser firm and its representatives are not in default of securities law in any jurisdiction or foreign jurisdiction.
(e) The U.S. broker-dealer firm and its representatives are registered under
U.S. federal securities law.
(f) The U.S. adviser firm and its representatives are registered or exempt from registration under U.S. federal securities law.
2. THAT, this order comes into effect on March 26, 2015
BY ORDER OF THE COMMISSION
Amended June 9, 2023
3
Appendix A to Manitoba Blanket Ruling 32-501 Information report under Manitoba Blanket Ruling 32-501
Exemption from the dealer registration requirement and the adviser registration requirement in respect of trades and advice for U.S. resident clients
Complete the applicable sections.
Indicate the jurisdiction(s) in which the firm has employees who trade for or advise
U.S. resident clients.
| AB |
BC MB |
NB |
NL |
NS |
NT |
NU |
ON |
PE |
QC |
SK |
YT |
| □ |
□ □ |
□ |
□ |
□ |
□ |
□ |
□ |
□ |
□ |
□ |
□ |
[Name of firm]
[Street address]
[Telephone number]
[Name of registered firm in Canada with which you are affiliated, have a business arrangement, or share employees or offices]
[Name of individual responsible for ensuring conditions to use this exemption are met]
[Telephone number for responsible individual]
[E-mail address for responsible individual]
[Names of employees trading or advising on securities for U.S. resident clients. Use separate sheet if necessary]
[Date]
131
Manitoba Securities Commission Order No. 6338
Exemption from the Requirement to Send Financial Statements and Related Disclosure to Securityholders During a Disruption in Postal Service
The Manitoba Securities Commission, considering that to do so would not be prejudicial to the public interest, orders effective June 9, 2023 that Order No. 6338 -Exemption from the requirement to send financial statements and related disclosure to securityholders during a disruption in postal service is varied by changing paragraphs 8(c)(i) and 9(c)(i)to replace a reference to the SEDAR website with a reference to the SEDAR+ website, so that paragraphs 8(c)(i) and 9(c)(i) of the Order read as in the attached unsigned Order.
THE. MANITOBA SEC::URITIES COMMISSION
NI 51-102 and NI 81-106,
and
The Securities Act Section 20(1)
Order No. 6338
June 1, 2011
Amended
Exemption from the Requirement to Send Financial Statements and Related Disclosure to Securityholders During a Disruption in Postal Service
Definitions
1. Terms defined in the Securities Act, R.S.M.1988, c. S50 (the Act) or in National Instrument 14-101 Definitions, National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) or National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) have the same meaning in this order.
Background
2. Under subsection 4.6(3) of NI 51-102, a reporting issuer (other than an investment fund) must send copies of its annual and interim financial statements to registered holders or beneficial owners of its securities who have requested them, within the timelines specified in that section.
3. Under subsection 5.6(1) of NI 51-102, a reporting issuer (other than an investment fund) must send copies of its annual and interim MD&A to registered holders or beneficial owners of its securities who have requested them, within the timelines specified in that section.
4. Under section 5.1 of NI 81-106, an investment fund must send to registered holders or beneficial owners of its securities by the applicable filing deadline, annual and interim financial statements and, if required to be prepared by the investment fund, annual and interim management reports of fund performance, unless the investment fund has requested annual or standing instructions in compliance with Part 5 of NI 81-106 and sends the documents according to those instructions.
5. Reporting issuers generally depend on regular postal service to meet their delivery obligations under section 4.6 and section 5.6 of NI 51-102 and section
5.1 of NI 81-106.
2
6. From time to time, there may be a disruption to regular postal service in Canada.
7. The Commission considers that in the event of a disruption to regular postal service in Canada, relief from the requirement to send specified disclosure in accordance with subsections 4.6(3) and 5.6(1) of NI 51-102 and section 5.1 of NI 81-106 would not be prejudicial to the public interest.
Order
8. The Commission orders, under subsection 20(1) of the Act, that a reporting issuer (other than an investment fund) is exempt from the delivery requirements in subsections 4.6(3) and 5.6(1) of NI 51-102 provided that:
(a) regular postal service is not available in Canada;
(b) the reporting issuer complies with the filing requirements for annual and interim financial statements under Part 4 of NI 51-102 and for MD&A under Part 5 of NI 51-102, as applicable;
(c) the reporting issuer issues and files a news release stating:
(i) that electronic versions of the annual or interim financial statements and MD&A, as applicable, have been filed and are available on the SEDAR+ website at www.sedarplus.com,
(ii) that the reporting issuer will provide copies of the annual or interim financial statements and MD&A, as applicable, to each securityholder who requests them, and
(iii) where a securityholder can direct a request under paragraph (ii); and
(d) the reporting issuer complies with its delivery obligations under section 4.6 and section 5.6 of NI 51-102 as soon as practicable, and in any event within ten days of the date on which regular postal service resumes, except, in respect of a particular securityholder, to the extent that the reporting issuer has delivered disclosure to that securityholder by other means.
9. The Commission further orders, under subsection 20(1) of the Act, that an investment fund is exempt from the delivery requirements in section 5.1 of NI 81-106 provided that:
(a) regular postal service is not available in Canada;
(b) the investment fund complies with the filing requirements for annual and interim financial statements in Part 2 of NI 81-106 and for annual and interim management reports of fund performance in Part 4 of NI 81-106, as applicable;
(c) the investment fund issues and files a news release stating:
3
(i) that electronic versions of the annual or interim financial statements and annual or interim management report of fund performance, as applicable, have been filed and are available on the SEDAR+ website at www.sedarplus.com,
(ii) that the reporting issuer will provide copies of the annual or interim financial statements and annual or interim management report of fund performance, as applicable, to each securityholder who requests them, and
(iii) where a securityholder can direct a request under paragraph (ii); and
(d) the investment fund complies with its delivery obligations in section 5.1 of NI 81- 106 as soon as practicable, and in any event within ten days of the date on which regular postal service resumes, except, in respect of a particular securityholder, to the extent that the reporting issuer has delivered disclosure to that securityholder by other means.
BY ORDER OF THE COMMISSION
Amended June 9, 2023