Written By John Lawless, Osie Ukwuoma and Kyle Peterson
Key Takeaways for All Market Participants In Canada
- The new launch date for SEDAR+ is set for July 25, 2023 at 7:00 a.m. (EDT), with a contingency date of September 12, 2023.
- On June 29, 2023, the Canadian Securities Administrators (CSA) confirmed July 25, 2023 as the official launch date for SEDAR+.
- The new cutover period begins July 21, 2023. The cutover period will end on the earlier of (1) when SEDAR+ becomes available for filings (which is expected to be July 25) or (2) July 28, 2023. During this period SEDAR will no longer be available for filings. SEDAR will no longer be available for filing as of 11 p.m. (EDT) on Thursday, July 20, 2023.
- On July 17, 2023, each CSA member issued a revised notice and blanket order to support the revised cutover dates.
- The blanket order waives the requirement to file documents on SEDAR+ during the cutover period so long as the document is filed on SEDAR+ no later than two business days after SEDAR+ becomes operational.
- To accommodate certain types of transactions and filings, an exemption allows for the transmission of documents to specified email addresses at each securities regulator.
What is SEDAR?
The System for Electronic Document Analysis and Retrieval (SEDAR) is the current system used by public companies to file documents under Canadian securities law.
SEDAR is Being Upgraded to SEDAR +
A new system called SEDAR+ will replace SEDAR and become the new system for capital market participants to file securities documents in Canada. SEDAR+ represents an upgrade and provides an improved user-friendly interface to accommodate changing market needs. The purpose behind SEDAR+ was to create a unified system to reduce the time and cost of regulatory compliance.1
Cutover Dates and Filing System Outage
Implementing SEDAR+ will require a transition or cutover period, during which neither SEDAR nor SEDAR+ will be available for filings.
The CSA previously advised that June 13, 2023, would be the anticipated launch date for SEDAR +. However, transferring the large amount of historical data from SEDAR to SEDAR+ is taking longer than originally planned.
On June 1, 2023, the CSA announced that the launch date for SEDAR+ is being deferred to July 25, 2023. The cutover period will range from July 21, 2023, until July 25, 2023, when SEDAR+ is expected to launch. The CSA also announced a contingency date of September 12, 2023. This will become the launch date for SEDAR + if the required work is not completed for a July launch. On June 29, 2023, the CSA confirmed July 25, 2023, as the launch date for SEDAR+. Particular providers may have an internal cut off time that is different from SEDAR's.
CSA's Blanket Order and Exemptions available during the cutover period
On July 17, 2023, each CSA member issued a revised blanket order that provides an exemption for filing or delivering securities-related documents during the cutover period and grants filers an extension to file these documents. Due to the cutover period, issuers will not be able to file documents via SEDAR or SEDAR+.
If a filer has documents that are required to be filed during the cutover period, it can rely on the blanket order so long as it transmits the relevant securities documents to SEDAR+ no later than 2 business days after the cutover end date.
Certain filers may need to file certain types of documents during the cutover period (e.g., a prospectus). To address this issue, each province created a designated email address for filers to utilize during the cutover period. Nonetheless, documents submitted in this manner must also be filed on SEDAR+ no later than two business days after the cutover end date.
1 Osie Ukwuoma, Will Osler, Kris Hanc, Angela Blake, Geordie Macdonald, Bennett Jones LLP, "The Final Countdown Is On for SEDAR+ Onboarding" (April 3rd, 2023) online (blog)
Bennett Jones