OSC guidance regarding disruption of mail service

All people and issuers required to file material with the OSC should make the required filings by delivery or fax unless the filing is required to be made through SEDAR+, SEDI, NRD or the OSC’s Electronic Filing Portal. The OSC’s fax number is 416-593-3693. Deliveries should be made to 20 Queen Street West, 20^th floor, Toronto, Ontario M5H 3S8 (Deliveries on 22^nd floor).

The OSC notes that a suspension of postal service will not impact those filings required to be made through SEDAR+, SEDI, NRD and the OSC’s Electronic Filing Portal.

Registrants must make reasonable efforts to meet their obligations to their clients with respect to confirmation of trades and the delivery of other client documentation.

Applications for registration, financial information and other information required to be filed by the registrant should be delivered or faxed to the OSC.

• Financial reports: The OSC will not take action against issuers solely for failing to deliver financial reports to securityholders as required by Ontario securities law. Issuers must, however, make reasonable efforts to ensure that such reports are made available to securityholders upon request. In addition, to the extent such reports are required to be delivered under Ontario securities law, issuers are expected to mail such reports as soon as possible upon Canada Post resuming acceptance of commercial volumes for mailing.
• Offering documents, proxy solicitation materials, bid circulars: Issuers and other affected people and companies should consult with their service providers as to alternate delivery options and their legal advisers to determine how best to comply with their obligations.

Interested members of the public should be aware that the above documents are generally available on the SEDAR+ website at www.sedarplus.ca.

Electronic delivery is a possible alternative to mail delivery. Market participants should refer to the guidance in National Policy 11-201 – Electronic Delivery of Documents as well as Ontario Securities Commission Rule 11-501 Electronic Delivery of Documents to the Ontario Securities Commission.

In the event of a complete suspension of postal service in Canada, the Canadian Securities Administrators (CSA) anticipates providing temporary relief for non-investment fund issuers from requirements to deliver certain proxy-related materials for meetings relating to certain specified annual matters. The terms of any relief are expected to be substantially similar to the relief provided by the CSA on December 4, 2024, under Coordinated Blanket Order 51-931 Temporary Exemption from requirements in National Instrument 51-102 Continuous Disclosure Requirements and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to send certain proxy-related materials during a postal strike.

Applications for relief from the requirements under Ontario securities law to deliver documents to securityholders and other parties may be necessary, including for meetings to consider matters that are not covered by any temporary blanket relief.

The OSC will consider, on a case-by-case basis, applications for relief from the requirements to deliver proxy-related materials for matters that are not covered by any temporary blanket relief. Reporting issuers should contact their principal regulator as early as possible to discuss potential relief if they are planning meetings that include a matter that:

• has been, to the best of the reporting issuer’s knowledge, contested by a shareholder, or would reasonably be considered by a shareholder to be a contentious matter;
• requires a special resolution under the governing laws of the reporting issuer;
• requires minority approval under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions;
• engages a shareholder’s right of dissent or appraisal under the governing laws of the reporting issuer.

The OSC will similarly consider, on a case-by-case basis, applications for relief from the proxy solicitation requirements in National Instrument 81-106 Investment Fund Continuous Disclosure to deliver proxy-related materials for investment fund issuers. Investment fund issuers needing this relief should contact staff of the OSC as early as possible to discuss such relief.

If you have any questions or require exemptive relief please contact: