Acts and Regulations

S-5.5 - Securities Act

Section 89
Disposition versions

Full text
Continuous Disclosure
2007, c.38, s.48
89(1)A reporting issuer shall, in accordance with the regulations,
(a) provide such periodic disclosure as is prescribed by regulation about its business and affairs,
(b) provide disclosure of a material change, and
(c) provide such other disclosure as is prescribed by regulation.
89(2)An issuer that is not a reporting issuer shall disclose, in accordance with the regulations, information prescribed by regulation.
2007, c.38, s.49
Disclosure of material change
89(1)Subject to subsection (3), where a material change occurs with respect to a reporting issuer, the reporting issuer shall
(a) without delay issue and file a news release prepared in accordance with the regulations, and
(b) within the period prescribed by regulation, file a report of the material change prepared in accordance with the regulations.
89(2)Paragraph (1)(a) does not apply to a reporting issuer that without delay files the report required under paragraph (1)(b) marked so as to indicate that it is confidential, together with written reasons why a news release should not be issued and filed under paragraph (1)(a), if
(a) the reporting issuer reasonably believes that the issuance and filing of a news release required by paragraph (1)(a) would be unduly detrimental to the interests of the reporting issuer, or
(b) the material change consists of a decision to implement a change made by senior management of the reporting issuer who believe that confirmation of the decision by the board of directors is probable and senior management of the reporting issuer have no reason to believe that persons with knowledge of the material change have made use of that knowledge in purchasing or selling securities of the reporting issuer.
89(3)Where a report has been filed under subsection (2), the reporting issuer shall, if it believes the report should continue to remain confidential, advise the Commission in writing within 10 days after the date of filing of the report and every 10 days after that, until the material change is generally disclosed in the manner referred to in paragraph (1)(a) or, if the material change consists of a decision of the type referred to in paragraph (2)(b), until that decision has been rejected by the board of directors of the reporting issuer.
89(4)Notwithstanding subsections (2) and (3), the reporting issuer shall generally disclose the material change in the manner referred to in paragraph (1)(a) on the reporting issuer becoming aware, or having reasonable grounds to believe, that persons are purchasing or selling securities of the reporting issuer with knowledge of the material change that has not been generally disclosed.
89(5)Notwithstanding subsections (2) and (3), where the Commission is of the opinion that it is in the public interest that the material change be disclosed, the Commission, after giving the reporting issuer an opportunity to be heard, may order that the material change be generally disclosed in the manner specified in the order.
89(6)Where, in the opinion of the Commission, a news release will not receive the publicity necessary for the material change disclosed, the Commission may take, or may require the reporting issuer to take, any steps that the Commission considers expedient to ensure that the material change is sufficiently disclosed.