Hang on tight! As of May 24, 2016, certain exempt market filing procedures will be changing in all provinces and territories other than Ontario and British Columbia. In order to understand why the changes to the filing process are occurring, it is helpful to have some background knowledge on how exempt market filings operate across Canada.
In Ontario, exempt market filings are made electronically through the OSC’s Electronic Filing Portal. In British Columbia, exempt market filings are made electronically through the BCSC eServices. In all other provinces and territories, exempt market filings are completed in paper form, which is more costly and is less efficient during the review process. The amendments to National Instrument 13-101 System for Electronic Document Analysis and Retrieval(SEDAR) (NI 13-101) and to Multilateral Instrument 13-102 System Fees for SEDAR and NRD (MI 13-102) are intended to address these issues and streamline the filing process.
The amendments will not alter the filing landscape in Ontario and British Columbia, since they have pre-existing electronic filing tools. However, for the rest of Canada, as of May 24, 2016, certain regulatory filings relating to exempt market activities will need to be filed electronically through SEDAR and will come with a fee of $25 per filing, in addition to the filing fees in the applicable jurisdictions. These filings include, among others, Form 45-106F1 Report of Exempt Distribution and an offering memorandum under the offering memorandum exemption.
Not all filings will need to be made electronically; some will still need to be made in paper format, including offering memorandums when used in reliance on exemptions other than the offering memorandum exemptions in Saskatchewan, New Brunswick and Nova Scotia.
From December 7, 2015, to the implementation of the amendments on May 24, issuers can voluntarily submit these exempt market filings electronically on SEDAR without paying the system fee.
The existence of three separate electronic filing systems is intended to be temporary, with the ultimate goal being to have a uniform national electronic filing system.
For more information, please refer to Multilateral CSA Notice of Amendments to NI 13-101 and MI 13-102.