CSA Notice regarding the SEDAR+ launch date and
Coordinated Blanket Order 13-931 Exemptions from certain filing requirements in connection with the deferred launch of the System for Electronic Data Analysis and Retrieval +
June 8, 2023
Introduction
The Canadian Securities Administrators (the CSA or we) are providing an update on the System for Electronic Data Analysis and Retrieval + (SEDAR+), the new system that will be used by market participants to file, disclose and search for issuer information in Canada’s capital markets, which had a planned launch date of June 13, 2023. As announced on June 1, 2023, the CSA now intends to launch SEDAR+ on July 25, 2023 (the new launch date), with a contingency date in September. Capital market participants will continue to use SEDAR until the beginning of the new cutover period (described below).
To support the launch deferral, we are publishing substantively harmonized exemptions from certain filing requirements. Every member of the CSA is implementing the relief through a local blanket order entitled Coordinated Blanket Order 13-931 Exemptions from certain filing requirements in connection with the deferred launch of the System for Electronic Data Analysis and Retrieval + (collectively, the blanket order). Although the outcome is the same in all CSA jurisdictions, the language of the blanket order issued by each province or territory may not be identical because each jurisdiction’s blanket order must fit within the authority provided in local securities legislation.
About SEDAR+
The CSA is modernizing the electronic filing and data access systems that underpin Canadian securities regulation. SEDAR+ is the new, web-based technology platform that will be used by market participants to file, disclose and search for issuer information in Canada’s capital markets.
The current phase of the project will replace the System for Electronic Document Analysis and Retrieval (SEDAR), the National Cease Trade Order Database, the Disciplined List, and certain filings in the British Columbia Securities Commission’s eServices system and the Ontario Securities Commission’s electronic filing portal.
Project Status
The SEDAR+ system itself is functioning well. However, the process of assuring quality migration of large volumes of data from multiple legacy systems is taking longer than planned. The SEDAR+ project leadership team has added an additional six weeks to the project timeline to ensure that the data migration meets the CSA’s strict quality control standards.
CSA leadership is taking a prudent approach to mitigate the risk associated with this complex endeavour. In the unlikely scenario that the data migration challenges cannot be resolved in time for the July 25, 2023 launch, the CSA has also set September 12, 2023, as a contingency date. To assist filing organizations with planning for SEDAR+, the CSA will confirm the SEDAR+ go-live date by the end of June.
Deferral Implications
Due to the implementation deferral, until the beginning of the new cutover period (described below), capital market participants are required to continue using SEDAR and the other systems in current use. The blanket order provides market participants with the necessary exemptions to address the legal implications of the deferral.
In order to accommodate the transfer of system data, there will be a period of time during which neither SEDAR nor SEDAR+ will be available for filing (the new cutover period). SEDAR is anticipated to remain available for filing until 11 p.m. Eastern time on July 20, 2023 (the beginning of the new cutover period). We anticipate that SEDAR+ will become available for filing at 7 a.m. Eastern time on the new launch date. We expect to issue a new cutover blanket order in due course to address the new cutover period.
New systems fees
The new systems fee model announced on March 23, 2023[1], which reduces overall annual system fee costs by seven per cent, will come into effect on June 9, 2023 as planned. It will apply to all filings on SEDAR and the National Registration Database (NRD) until the beginning of the new cutover period as well as filings on SEDAR+ and NRD after the launch date. Details about how to apply the new systems fee model in SEDAR until the beginning of the new cutover period can be found on the SEDAR+ Launch page[2] on the CSA website.
How CSA is managing the legal implications of the deferral and description of blanket order
As previously announced in CSA Notice of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) published on March 23, 2023[3], National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR +) (NI 13-103) and consequential amendments and changes will come into effect on June 9, 2023. However, the CSA is issuing a blanket order that will generally allow market participants to file on SEDAR, or through other means, until the beginning of the new cutover period, as they would have on June 8, 2023[4].
The blanket order provides an exemption from the requirement in NI 13-103 to transmit a document through SEDAR+, provided the market participant complies with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) as in effect on June 8, 2023, by filing on SEDAR and complying with the other conditions in the blanket order. The blanket order also provides an exemption to allow market participants to comply with the consequentially amended instruments (as defined in the blanket order) as in effect on June 8, 2023. Market participants should also read companion policies, national policies, local policies and staff notices that were consequentially changed in connection with NI 13-103 as they existed on June 8, 2023.
In addition, the blanket order provides an exemption to allow filers to pay system fees on SEDAR instead of SEDAR+.
The blanket order revokes Coordinated Blanket Order 13-930 Exemptions from certain filing requirements in connection with the launch of the System for Electronic Data Analysis and Retrieval + issued in connection with the originally planned June 9-12, 2023 cutover. We expect to issue a new blanket order in due course to address the new cutover period.
Questions
For SEDAR+ transition support for filers and issuers, please contact:
Canadian Securities Administrators
SEDARplus.Transition@acvm-csa.ca 1-800-219-5381
If you have questions regarding the blanket order, please contact any of the following:
British Columbia Securities Commission
Victoria Steeves
Senior Legal Counsel, Corporate Finance
604-899-6791
vsteeves@bcsc.bc.ca
Alberta Securities Commission
Lanion Beck
Senior Legal Counsel
403-355-3884
lanion.beck@asc.ca
Ontario Securities Commission
Melissa Taylor
Senior Legal Counsel, Corporate Finance
416-596-4295
mtaylor@osc.gov.on.ca
Financial and Consumer Services
Commission
Frank McBrearty
Manager of Corporate Finance
506-658-3119
frank.mcbrearty@fcnb.ca
British Columbia Securities Commission
Laura Lam
Senior Legal Counsel, Corporate Finance
604-899-6792
llam@bcsc.bc.ca
Manitoba Securities Commission
Arian Poushangi
Legal Counsel
204-945-1513
arian.poushangi@gov.mb.ca
Autorité des marchés financiers
Sylvia Pateras
Senior Legal Counsel, Legal Affairs
514-395-0337 ext. 2536
sylvia.pateras@lautorite.qc.ca
Nova Scotia Securities Commission
Doug Harris
General Counsel, Director of Market Regulation and Policy and Secretary
902-424-4106
[1] https://www.osc.ca/sites/default/files/2023-03/csa_20230323_13-102_repeal-and-relacement-of-fees-sedar-nrd.pdf
[2] https://www.securities-administrators.ca/about-sedar/sedar-transition/launch/
[3] https://www.osc.ca/sites/default/files/2023-03/csa_20230323_13-103_sedar-plus.pdf
[4] In Ontario, the blanket order includes a term that it will have no effect after 18 months, unless extended, due to the statutory limit on the length of blanket orders. However, we expect the blanket order will be revoked in connection with the beginning of the new cutover period.