Form 44-101F2: NI - 44-101 - Short Form Prospectus Distributions
Form 44-101F2: NI - 44-101 - Short Form Prospectus Distributions
NATIONAL INSTRUMENT 44-101
FORM 44-101F2
SHORT FORM PROSPECTUS
TABLE OF CONTENTS
TITLE
CONTENTS OF SHORT FORM PROSPECTUSItem 1: Front Page Disclosure
Item 2: Name of Issuer
Item 3: Summary Description of Business
Item 4: Consolidated Capitalization
Item 5: Use of Proceeds
Item 6: Plan of Distribution
Item 7: Earnings Coverage Ratios
Item 8: Description of Securities Being Distributed
Item 9: Selling Securityholder
Item 10: Resource Property
Item 11: Business Acquisitions
Item 12: Documents Incorporated by Reference
Item 13: Issues of Guaranteed Securities
Item 14: Relationship between Issuer or Selling Securityholder and Underwriter
Item 15: Experts
Item 16: Other Material Facts
Item 17: Statutory Rights of Withdrawal and Rescission
Item 18: Reconciliation to Canadian GAAP
Item 19: Certificates
NATIONAL INSTRUMENT 44-101
PROMPT OFFERING QUALIFICATION SYSTEM
FORM 44-101F2
SHORT FORM PROSPECTUS
CONTENTS OF SHORT FORM PROSPECTUS
INSTRUCTIONS(1)
(1) The objective of the short form prospectus is to provide information concerning the issuer that an investor needs to make an informed investment decision.This Form sets out specific disclosure requirements, in addition to the general requirement under securities legislation to provide full, true and plain disclosureof all material facts relating to the securities issued or proposed to be distributed. Certain rules of specific application impose prospectus disclosureobligations in addition to those described in this Form.
(2) Terms used and not defined in this Form that are defined or interpreted in National Instrument 44-101 Prompt Offering Qualification System shall bearthat definition or interpretation.
(3) Unless an item specifically requires disclosure only in the preliminary short form prospectus, the disclosure requirements set out in this Form apply to boththe preliminary short form prospectus and the short form prospectus. Details concerning the price and other matters dependent upon or relating to price, suchas the number of securities being distributed, may be left out of the preliminary short form prospectus, along with specifics concerning the plan of distribution,to the extent that these matters have not been decided.
(4) Any information required in a short form prospectus may be incorporated by reference in the short form prospectus, other than confidential materialchange reports. Clearly identify in a short form prospectus any document incorporated by reference. If an excerpt of a document is incorporated by reference,clearly identify the excerpt in the short form prospectus by page, caption and paragraph of the document. Any material incorporated by reference in a shortform prospectus is required under section 4.2 of National Instrument 44-101 to be filed with the short form prospectus unless it has been previously filed.(2)
(5) The disclosure must be understandable to readers and should avoid the use of jargon. Define all technical terms.
(6) No reference need be made to inapplicable items and, unless otherwise required in this Form, negative answers to items may be omitted.
(7) Where the term "issuer" is used in an item, it may be necessary, in order to meet the requirement for full, true and plain disclosure of all material facts, toinclude disclosure of the issuer's subsidiaries, proposed subsidiaries, investees and proposed investees. An entity may be considered a proposed subsidiary orproposed investee only if the entity will be a subsidiary or investee on, or immediately following, completion of the distribution.
(8) An issuer that is a special purpose vehicle and intends to issue or has issued asset-backed securities may have to modify the disclosure items to reflect thespecial purpose nature of its business.
(9) If disclosure is required as of a specific date and there has been a material change or change which is otherwise significant in the required informationsubsequent to that date, present the information as of a date subsequent to the change instead.
(10) If the term "class" is used in any item to describe securities, the term includes a series of a class.
Item 1: Front Page Disclosure(3)
1.1 Required Language - Every short form prospectus shall state in italics at the top of the front page the following, with bracketed information completed:
"No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise."(4)
1.2 Preliminary Short Form Prospectus Disclosure - Every preliminary short form prospectus shall have printed in red ink on the left hand side of the frontpage the following, with bracketed information completed:
"A copy of this preliminary short form prospectus has been filed with [the securities regulatory authority(ies) in each of/certain of the provinces/provinces andterritories of Canada] but has not yet become final for the purpose of a distribution. Information contained in this preliminary short form prospectus may not becomplete and may have to be amended. The securities may not be distributed until a receipt is obtained from the securities regulatory authority(ies) for the shortform prospectus."(5)
1.3 Basic Disclosure About The Distribution(6)
(1) State the following immediately below the disclosure required by item 1.1 with bracketed information completed:
[Preliminary] Short Form Prospectus
Initial Public Offering [or] New Issue [and/or] Secondary Offering
(Date)
Name of Issuer
[number and type of securities qualified for distribution under the short form prospectus, including any options or warrants, and the price per security]
(2) If the securities are listed on a stock exchange and are to be distributed at a price based upon the market price, indicate the market involved and the marketprice as of the latest practicable date.
INSTRUCTIONS:
(1) The description of the number and type of securities being distributed shall include the restricted share terms, if any, prescribed by securities legislation.
(2) If the offering price is in a currency other than the Canadian dollar or the U.S. dollar, comply with the exchange rate disclosure requirements of NationalInstrument 52-102 Use of Currencies.(7)
1.4 Distribution
(1) If the securities are being distributed for cash, provide the information called for by the following table, in substantially the following tabular form:(8)
| Price to public (a) |
Underwritingdiscounts orcommissions
(b) |
Proceeds to issuer orsellingsecurityholders
(c) |
|
| Per Security | |||
| Total |
(2) If there is an over-allotment option, describe, in a note to the table or otherwise, the terms of the option and the fact that the short form prospectus qualifiesboth the grant of the option and the issuance or transfer of securities that will be issued or transferred if the option is exercised.(9)
(3) If the short form prospectus discloses a plan to distribute the securities on a best efforts basis, disclose in the table the minimum subscription. If there is amaximum subscription that differs from the minimum subscription, provide totals for both the minimum and maximum subscriptions.(10)
(4) If debt securities are distributed at the premium or a discount, state in bold type the effective yield if held to maturity.
(5) Disclose separately those securities that are underwritten, those under option and those to be sold on a best efforts basis, and, in the case of a best effortsdistribution, the latest date that the distribution is to remain open.(11)
(6) If a security is being distributed for the account of a selling securityholder, provide the name of the selling securityholder and a cross-reference to theapplicable section in the short form prospectus where further information about the selling securityholder is provided. State the portion of expenses of thedistribution to be borne by the selling securityholder and if none of the expenses of the distribution are being borne by the selling securityholder include astatement to that effect and discuss the reasons for these arrangements.(12)
(7) If the short form prospectus is used for a special warrant or similar transaction, state, as a note to the table, the amount that has been received by the issuer ofthe special warrants on the sale of the special warrants or similar securities. If the funds are held in escrow, disclose the conditions for release.
(8) If the underwriter has been granted a compensation option, state if the short form prospectus qualifies the grant of all or part of the compensation option andprovide a cross-reference to the applicable section in the short form prospectus where further information about the compensation option is provided.(13)
INSTRUCTIONS:
(1) Estimate amounts, if necessary. For non-fixed price distributions that are being made on a best efforts basis, disclosure of the information called for by thetable may be set forth as a percentage or a range of percentages and need not be set forth in tabular form.
(2) In the table, disclose only commissions paid or payable in cash by the issuer or selling securityholder(s) and discounts granted. Commissions or otherconsideration paid or payable in cash or otherwise by other persons or companies and consideration other than discounts granted and cash paid or payable bythe issuer or selling securityholder(s)(including warrants and options) shall be set out in a note to the table. Any finder's fees or similar payment shall bedisclosed in a note to column (b) of the table.
(3) For paragraph 1.4(7), see National Instrument 46-101 Special Warrants.
1.5 Non-Fixed Price Disclosure(14) - If non-convertible debt securities, non-convertible preferred shares, cash settled derivatives or asset-backed securities are tobe distributed at non-fixed prices as permitted by National Instrument 44-101 Prompt Offering Qualification System, disclose
(a) the discount allowed or commission payable to the underwriter;
(b) any compensation payable to the underwriter and, if applicable, that the underwriter's compensation will be increased or decreased by the amount by whichthe aggregate price paid for the securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter to the issuer or sellingsecurityholder;
(c) that the securities to be distributed under the short form prospectus will be distributed either at prices determined by reference to the prevailing price of aspecified security in a specified market, at market prices prevailing at the time of sale or at prices to be negotiated with purchasers, which prices may vary asbetween purchasers and during the period of distribution of the securities;
(d) if the price of the securities is to be determined by reference to the prevailing price of a specified security in a specified market, the price of the specifiedsecurity in the specified market at the latest practicable date;
(e) if the price of the securities will be the market price prevailing at the time of sale, the market price at the latest practicable date; and
(f) the net proceeds or if the distribution is to be made on a best efforts basis, the minimum amount of net proceeds, if any, to be received by the issuer or sellingsecurityholder.
1.6 Reduced Price Distributions(15) - If an issuer, underwriter or selling securityholder wishes to be able to decrease the price at which securities are distributedfor cash from the initial public offering price fixed in the short form prospectus, include in bold type a cross-reference to the applicable section in the short formprospectus where disclosure concerning the possible price decrease is provided.
1.7 Market For Securities(16)
(1) Identify the exchange(s) upon which the securities being distributed are traded, if any.
(2) Disclose any intention to stabilize the market. Provide a cross-reference to the applicable section in the short form prospectus where further informationabout market stabilization is provided.
(3) If no market for the securities being distributed under the short form prospectus exists or will exist after the distribution, state the following in bold type:
"There is no market through which these securities may be sold and purchasers may not be able to resell securities purchased under the short formprospectus."
1.8 Underwriter(s)(17)
(1) State the name of each underwriter.
(2) If the issuer or a selling securityholder is a connected issuer of an underwriter of the distribution for purposes of Multi-Jurisdictional Instrument 33-105Underwriting Conflicts, or if the issuer or selling securityholder is also an underwriter, comply with the requirements of Multi-Jurisdictional Instrument 33-105for front page prospectus disclosure.
(3) If an underwriter has agreed to purchase all of the securities to be distributed at a specified price and the underwriter's obligations are subject to conditions,state the following:
"We, as principals, conditionally offer these securities, subject to prior sale, if, as and when issued by the [name of issuer] and accepted by us in accordance withthe conditions contained in the underwriting agreement referred to under Plan of Distribution."(18)
(4) If an underwriter has agreed to purchase a specified number or principal amount of the securities at a specified price, state that the securities are to be takenup by the underwriter, if at all, on or before a date not later than 42 days after the date of the receipt for the short form prospectus.(19)
(5) If there is no underwriter involved in the distribution, provide a statement in bold type to the effect that no underwriter has been involved in the preparationof the short form prospectus or performed any review of the contents of the short form prospectus.
1.9 International Issuers - If the issuer, a selling securityholder, a credit supporter of the securities distributed under the short form prospectus or a promoter ofthe issuer is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, state the following on one ofthe first two pages of the short form prospectus or under a separate heading elsewhere in the short form prospectus, with bracketed information completed:
"The [issuer, selling securityholder, credit supporter and/or promoter] is incorporated, continued or otherwise governed under the laws of a foreign jurisdictionor resides outside of Canada. Although [the issuer, selling securityholder, credit supporter and/or promoter] has appointed [name and address of agents(s) forservice] as its agent(s) for service of process in [list jurisdictions and the agent(s)] it may not be possible for investors to collect from the issuer, sellingsecurityholder, credit supporter or promoter, judgments obtained in Canadian courts predicated upon the civil liability provisions of securities legislation."
Item 2: Name of Issuer(20)
State the full corporate name of the issuer or, if the issuer is an unincorporated entity, the full name under which the entity exists and carries on business and theaddress[es] of the issuer's head and registered office.
Item 3: Summary Description of Business(21)
Provide a brief summary of the business carried on and intended to be carried on by the issuer on a consolidated basis.
Item 4: Consolidated Capitalization(22)
Describe any material change in, and the effect of the material change on, the share and loan capital of the issuer, on a consolidated basis, since the date of thecomparative financial statements for the issuer's most recently completed financial year filed with the securities regulatory authority.
Item 5: Use of Proceeds(23)
(1) State the estimated net proceeds to be received by the issuer or selling securityholder, or in the case of a non-fixed price distribution or a distribution to bemade on a best efforts basis, the minimum amount of net proceeds to be received by the issuer or selling securityholder, from the sale of the securities distributed.
(2) Describe, in tabular form if appropriate, each of the principal purposes with approximate amounts for which the net proceeds will be used by the issuer.
Item 6: Plan of Distribution(24)
(1) If securities are distributed under a short form prospectus by an underwriter that has agreed to purchase all of the securities at a specified price and theunderwriter's obligations are subject to conditions, include the following, with modifications necessary to reflect the terms of the distribution:
"Under an agreement dated [insert date of agreement] between [issuer] and [insert name of Underwriter(s)], as underwriter[s], [issuer] has agreed to sell and theunderwriter[s] [has/have] agreed to purchase on [insert closing date] the securities at a price of [insert offering price], payable in cash to [issuer] against delivery.The obligations of the underwriter[s] under the agreement may be terminated at [its/their] discretion on the basis of [its/their] assessment of the state of thefinancial markets and may also be terminated upon the occurrence of certain stated events. The underwriter[s] [is/are], however, obligated to take up and pay forall of the securities if any of the securities are purchased under the agreement."(25)
(2) Outline briefly the plan of distribution of any securities being distributed other than on the basis described in paragraph (1).(26)
(3) Disclose the method by which the distribution price has been or will be determined and if estimates have been provided explain the process for determiningthe estimates.
(4) If the issuer, a selling securityholder or an underwriter knows or has reason to believe that there is an intention to over-allot or that the price of any securitymay be stabilized to facilitate the distribution of the securities to be distributed, in accordance with the restrictions on market stabilization rules of securitieslegislation, disclose this intention.
(5) If a minimum amount of funds is required by the issuer and the securities are to be distributed on a best efforts basis, state that the distribution shall notcontinue for a period of more than 90 days after the date of the receipt for the short form prospectus if subscriptions representing the minimum amount of fundsare not obtained within that period unless each of the persons or companies who subscribed within that period have consented and any consents required bysecurities legislation have been obtained.(27)
(6) If an issuer, underwriter or selling securityholder wishes to be able to decrease the price at which securities are distributed for cash from the initial publicoffering price fixed in the short form prospectus and thereafter change, from time to time, the price at which securities are distributed under the short formprospectus in accordance with the procedures permitted by National Instrument 44-101 Prompt Offering Qualification System, disclose that after the underwriterhas made a good faith effort to sell all of the securities at the initial public offering price fixed in the short form prospectus, the offering price may be decreasedand further changed from time to time, to an amount not greater than the initial offering price fixed in the short form prospectus and that the compensationrealized by the underwriter will be decreased by the amount that the aggregate price paid by purchasers for the securities is less than the gross proceeds paid bythe underwriter to the issuer or selling securityholder.(28)
(7) If application has been made to list or quote the securities being distributed and if securities of the same class as the securities being distributed or any otherclass of security are currently listed or quoted, include a statement in substantially the following form, with bracketed information completed:
"The issuer has applied to list or quote the securities distributed under this short form prospectus on (name of exchange). Listing will be subject to the issuerfulfilling all the listing requirements of (name of exchange)."(29)
(8) If application has been made to list or quote the securities being distributed and conditional listing approval has been received, include a statement insubstantially the following form, with bracketed information completed:
"[name of exchange] has conditionally approved the listing of these securities. Listing is subject to the [issuer] fulfilling all of the requirements of the [name ofexchange] on or before [date], including distribution of these securities to a minimum number of public securityholders."(30)
Item 7: Earnings Coverage Ratios(31) - If the securities being distributed are debt securities having a term to maturity in excess of one year or are preferredshares, disclose
(a) the earnings coverage ratio based on the 12 month period ended on the last day of the most recently completed period for which audited annual financialstatements of the issuer have been, or are required to have been, filed with any Canadian securities regulatory authority; and
(b) the earnings coverage ratio based on the 12 month period ended on the last day of the most recently completed period for which interim financial statementsof the issuer have been, or are required to have been, filed with any Canadian securities regulatory authority, if the period is subsequent to the last day of themost recently completed period for which audited annual financial statements of the issuer have been, or are required to have been, filed with any Canadiansecurities regulatory authority;
in both cases, adjusted to reflect
(c) the issuance of all long-term financial liabilities, as defined in the Handbook, and, in the case of a distribution of preferred shares, all preferred shares, issuedsince the date of the annual or interim financial statements;
(d) the issuance of the securities that are to be distributed under the short form prospectus, based on the price at which these securities are to be distributed;
(e) the repayment, redemption or other retirement of all long- term financial liabilities, as defined in the Handbook, since the date of the annual or interimfinancial statements, all long-term financial liabilities to be repaid or redeemed from the proceeds to be realized from the sale of securities distributed under theshort form prospectus and, in the case of an issuance of preferred shares, all preferred shares repaid, redeemed, or otherwise retired since the date of the annualor interim financial statements and all preferred shares to be repaid, redeemed, or otherwise retired from the proceeds to be realized from the sale of securitiesunder the short form prospectus; and
(f) the servicing costs that were incurred, or will be incurred, in relation to the adjustments in subparagraphs (c), (d) and (e).
INSTRUCTIONS:
(1) Earnings coverage shall be calculated by dividing x by y where:
(a) "x" is the issuer's consolidated net income before interest and income taxes for the relevant period; and
(b) "y" is (i) for an issue of debt securities, interest expense determined in accordance with Canadian GAAP after giving effect to the distribution and anyretirement of obligations plus the amount of interest that has been capitalized during the period, and (ii) for an issue of preferred shares, dividends declaredduring the period together with any dividends payable in the future after giving effect to the distribution plus annual interest requirements.(32)
(2) Recurring costs should be included in all coverage calculations but imputed interest income from the proceeds of the distribution should not be included.
Item 9: Description of Securities Being Distributed(33)
(1) If shares are being distributed, state the description or the designation of the class of the shares and describe all material attributes and characteristics,including
(a) dividend rights;
(b) voting rights;
(c) liquidation or distribution rights;
(d) pre-emptive rights;
(e) conversion or exchange rights;
(f) redemption, retraction, purchase for cancellation or surrender provisions;
(g) sinking or purchase fund provisions;
(h) liability to further calls or to assessment by the issuer; and
(i) provisions permitting or restricting the issuance of additional securities and any other material restrictions.(34)
(2) If debt securities are being distributed, give a brief summary of the material attributes and characteristics of the indebtedness and the security, if any, for thedebt including
(a) provisions for interest rate, maturity and premium, if any;
(b) conversion or exchange rights;
(c) redemption, retraction, purchase for cancellation or surrender provisions;
(d) sinking or purchase fund provisions;
(e) the nature and priority of any security for the debt securities, briefly identifying the principal properties subject to lien or charge;
(f) provisions permitting or restricting the issuance of additional securities, the incurring of additional indebtedness and other material negative covenants,including restrictions against payment of dividends and restrictions against giving security on the assets of the issuer or its subsidiaries, and provisions as to therelease or substitution of assets securing the debt securities;
(g) the name of the trustee under any indenture relating to the debt securities and briefly describe the nature of any material relationship between the trustee orany of its affiliates and the issuer or any of its affiliates;(35) and
(h) any financial arrangements between the issuer and any of its affiliates or among its affiliates that could affect the security for the indebtedness.(36)
(3) If asset-backed securities are being distributed, describe
(a) the material attributes and characteristics of the asset-backed securities, including details on
(i) the rate of interest or stipulated yield and any premium,
(ii) the date for repayment of principal or return of capital and any circumstances in which payments of principal or capital may be made before such date,including any redemption or pre-payment obligations or privileges of the issuer and any events that may trigger early liquidation or amortization of the underlyingpool of financial assets,
(iii) provisions for the accumulation of cash flows to provide for the repayment of principal or return of capital,
(iv) provisions permitting or restricting the issuance of additional securities and any other material negative covenants applicable to the issuer,
(v) the nature, order and priority of the entitlements of holders of asset-backed securities and any other entitled persons or companies to receive cash flowsgenerated from the underlying pool of financial assets, and
(vi) any events, covenants, standards or preconditions that are dependant or based on the economic performance of the underlying pool of financial assets andthat may impact on the timing or amount of payments or distributions to be made under the asset-backed securities;
(b) information on the underlying pool of financial assets for the period from the date as at which the following information was presented in the issuer's currentAIF to a date not more than 90 days before the date of the issuance of a receipt for the preliminary short form prospectus relating to
(i) the composition of the pool as of the end of the period,
(ii) income and losses from the pool for the period,
(iii) the payment, prepayment and collection experience of the pool for the period;
Instructions: Present the information required by paragraph (b) in a manner that will enable a reader to easily determine if, and the extent to which, the events,covenants, standards and preconditions referred to in subparagraph (a)(vi) have occurred, are being satisfied or may be satisfied.
(c) the type or types of the financial assets, the manner in which the financial assets originated or will originate and, if applicable, the mechanism and terms of theagreement governing the transfer of the financial assets comprising the underlying pool to or through the issuer, including the consideration paid for the financialassets;
(d) any person or company (including its general business activities and its material responsibilities under the asset backed securities) who
(i) originates, sells or deposits a material portion of the financial assets comprising the pool, or has agreed to do so,
(ii) acts as a trustee, custodian, bailee, agent or other similar intermediary of the issuer or any holder of the asset-backed securities, or has agreed to do so,
(iii) administers or services the financial assets in the pool or provides administrative or managerial services to the issuer, or has agreed to do so, on a conditionalbasis or otherwise, if (A) finding a replacement provider of the services at a cost comparable to the cost of the current provider is not reasonably likely, (A) areplacement provider of the services is likely to achieve materially worse results than the current provider, or (B) the current provider of the services is likely todefault in its service obligations because of its current financial condition,
(iv) provides a guarantee or other credit enhancement to support the obligations of the issuer under the asset-backed securities or the performance of some or allof the financial assets in the pool, or has agreed to do so, or
(v) lends to the issuer in order to facilitate the timely payment or repayment of amounts payable under the asset-backed securities, or has agreed to do so;
(e) the terms of any material relationships between (i) the persons or companies referred to in paragraph (d) and any of their respective affiliates, and (ii) theissuer and any of its affiliates;
(f) any provisions relating to termination of services or responsibilities of any of the persons or companies referred to in paragraph (d) and the terms on which areplacement may be appointed; and
(g) any risk factors associated with the asset-backed securities, including disclosure of material risks associated with changes in interest rates or prepaymentlevels, and any circumstances where payments on the asset-backed securities could be impaired or disrupted as a result of any reasonably foreseeable event thatmay delay, divert or disrupt the cash flows dedicated to service the asset-backed securities.(37)
Instruction: Issuers are required to summarize contractual arrangements in plain language and may not merely restate the text of the contracts referred to. Theuse of diagrams to illustrate the roles of, and the relationship among, the persons and companies referred to in paragraph (d) and the contractualarrangements underlying the asset-backed securities is encouraged.
(4) If cash settled derivatives are being distributed, describe fully the material attributes and characteristics of the cash settled derivatives, including details on
(a) the calculation of the value or payment obligations under the derivatives;
(b) the exercise of the derivatives;
(c) the settlement of exercises of the derivatives;
(d) the underlying interest of the derivatives;
(e) the role of a calculation expert in connection with the derivatives;
(f) the role of any credit supporter of the derivatives; and
(g) the risk factors associated with the derivatives.(38)
(5) If securities other than securities referred to in paragraphs (1), (2), (3) or (4) are being distributed, describe fully the material attributes and characteristics ofthose securities.
(6) Describe provisions as to modification, amendment or variation of any rights attached to the security. If the rights of holders of securities may be modifiedotherwise than in accordance with the provisions attached to the securities or the provisions of the governing statute relating to the securities, explain briefly.(39)
(7) If one or more ratings, including provisional ratings, have been received from one or more approved rating organizations for the securities to be distributedand continue in effect, disclose
(a) each security rating, including a provisional rating, received from an approved rating organization;
(b) the name of each approved rating organization that has assigned a rating for the securities to be distributed;
(c) a definition or description of the category in which each approved rating organization rated the securities to be distributed and the relative rank of each ratingwithin the organization's overall classification system;
(d) an explanation of what the rating addresses and what attributes, if any, of the securities to be distributed are not addressed by the rating;(40)
(e) any factors or considerations identified by the approved rating organization as giving rise to unusual risks associated with the securities to be distributed;(41)
(f) a statement that a security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the ratingorganization; and
(g) any announcement made by an approved rating organization that the organization intends to revise or withdraw a rating previously assigned and required tobe disclosed under this paragraph.
Item 9: Selling Securityholder(42)
If any of the securities being distributed are to be distributed for the account of a selling securityholder, name the selling securityholder and state the number oramount of the securities owned by the selling securityholder, the number or amount of securities being distributed for the account of the selling securityholderand the number or amount of securities to be owned by the selling securityholder after the distribution. State the date the selling securityholder acquired thesecurities. If the selling securityholder in the 12 months preceding the date of the preliminary short form prospectus acquired any securities of the same class asthe securities being distributed, also state the cost to the selling securityholder in the aggregate and on a per security basis.
Item 10: Resource Property(43)
If a material part of the proceeds of a distribution is to be expended on a particular resource property and if the current AIF does not contain the disclosurerequired by item 4(4) or 4(5), as appropriate, of Form 44-101F1 for the property or that disclosure is inadequate or incorrect due to changes, disclose therequired information.
Item 11: Business Acquisitions(44)
(1) If a short form prospectus contains disclosure of an acquisition, or the intention to make an acquisition, of a business that is or is expected to be material tothe issuer, the short form prospectus shall contain
(a) an income statement of the acquired business for
(i) each of its last three financial years or such shorter period as the acquired business has been in existence, and
(ii) the part of a subsequent financial year from the end of the last financial year of the acquired business to the date that the balance sheet required bysubparagraph (d)(i) is made up;
(b) a statement of retained earnings of the acquired business for each of the financial years and any part of a subsequent financial year covered by the incomestatement referred to in paragraph (a);
(c) a statement of changes in financial position of the acquired business for each of the financial years and any part of a subsequent financial year covered by theincome statement referred to in paragraph (a);
(d) a balance sheet of the acquired business
(i) as at a date not more than 120 days before the date of the preliminary short form prospectus; and
(ii) subject to paragraph (3), as at the corresponding date of the previous financial year of the acquired business;
(e) a pro forma balance sheet combining the assets and liabilities of the issuer and of the acquired business as shown by their respective balance sheets, each as atthe date of their respective last financial year ends;
(f) pro forma statements that, after giving effect to the underlying assumptions and events referred to in paragraph (h), combine, for the last financial year of eachof the acquired business and the issuer,
(i) the income or losses of the issuer with the income or losses of the acquired business; and
(ii) the changes in financial position of the issuer with the changes in financial position of the acquired business;
(g) the pro forma basic and pro forma fully diluted earnings per share based on the pro forma combined financial statements and calculated in accordance withthe Handbook; and
(h) a description of the underlying assumptions and the events on which the pro forma combined financial statements are predicated.
(2) Despite paragraph (1), the short form prospectus is not required to contain the financial statements of an acquired business if the audited financial statementsfor the last financial year of the issuer included in the short form prospectus include at least six months of results for the acquired business.
(3) If the balance sheet included under subparagraphs (1)(d)(i) is as at a date other than a financial year end of the acquired business, the balance sheet insubparagraph (1)(d)(ii) may be omitted if the short form prospectus contains a balance sheet of the acquired business as at the most recent financial year end ofthe acquired business and as at the immediately preceding financial year end.
(4) Despite paragraph (1)(c), the financial statements of an acquired business engaged primarily in the business of investing shall include a statement of changes innet assets instead of a statement of changes in financial position.
(5) If a balance sheet required by paragraph (1)(d) relates to part of a financial year, the short form prospectus shall contain an income statement, a statement ofretainedearnings and a statement of changes in financial position or a statement of change in net assets for the comparable period in the preceding financial year.
(6) Each financial statement required under this item, other than a pro forma financial statement or financial statement that relates to any part of a financial yearsubsequent to the last audited financial year and the comparative period in the immediately preceding financial year, shall be accompanied by an auditor's report.
(7) Any pro forma financial statement required under this item shall have attached a report, prepared by the auditor of the issuer, that may be solely a compilationreport.
Instruction: In this item, materiality shall be determined in the context of the issuer's overall financial position before and after the acquisition taking intoaccount both quantitative and qualitative factors.
Item 12: Documents Incorporated by Reference(45)
(1) In addition to any documents that an issuer may choose to incorporate by reference, the documents set forth below shall, to the extent not otherwise modifiedor superseded by a statement contained in the short form prospectus or in any other subsequently filed document that also is or is deemed to be incorporated byreference in the short form prospectus, be specifically incorporated by reference in the short form prospectus by means of a statement in the short formprospectus to that effect:
1. The issuer's current AIF, if it has one.
2. Material change reports, except confidential material change reports, filed after the commencement of the issuer's current financial year.
3. The comparative interim financial statements for the issuer's most recently completed financial period for which the issuer prepares interim financial statementsthat have been
(a) filed;
(b) approved by the board of directors of the issuer; or
(c) released to the public, in whole or in summary form.
4. The comparative financial statements for the issuer's most recently completed financial year, together with the accompanying report of the auditor, that havebeen
(a) filed;
(b) approved by the board of directors of the issuer; or
(c) released to the public, in whole or in summary form.
5. Except as provided in paragraphs (5) and (6), information circulars or, if the issuer is not required under securities legislation to prepare information circulars,annual filings, that, in each case, have been filed after the commencement of the issuer's current financial year.
Instruction: Any material incorporated by reference in a short form prospectus is required under section 4.2 of National Instrument 44-101 to be filed with theshort form prospectus unless it has been previously filed.
(2) Despite paragraph (1), paragraphs (1)3 and 4 do not apply to an issuer to which item 13(1)1 or 2 applies.(46)
(3) State that the following documents, if filed by the issuer after the date of the short form prospectus and before the termination of the distribution, are deemedto be incorporated by reference in the short form prospectus by means of a statement to that effect:
1. Material change reports, except confidential material change reports.
2. Comparative interim financial statements.
3. Comparative financial statements, together with the accompanying report of the auditor.
4. Except as provided in paragraphs (5) and (6), information circulars or, if the issuer is not required under securities legislation to prepare information circulars,annual filings.
(4) State the following, with the first sentence in bold type and the bracketed information completed:
"Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada.Copies of the documents incorporated herein by reference may be obtained on request without charge from th secretary of the issuer at [insert complete addressand telephone number]. [Insert if the offering is made in Quebec - "For the purpose of the Province of Quebec, this simplified prospectus contains information tobe completed by consulting the permanent information record. A copy of the permanent information record may be obtained from the secretary of the issuer atthe above-mentioned address and telephone number"]."
(5) Disclosure required by securities legislation in an information circular or annual filing of
(a) the repricing downward of options or freestanding stock appreciation rights;
(b) the composition of the compensation committee of the board of directors of an issuer and its report on executive compensation; and
(c) a graph comparing the yearly percentage change in the issuer's cumulative total shareholder return on publicly traded securities with the cumulative totalreturn of a broad equity market index or a published industry or line-of-business index or other issuers,
is not required to be incorporated by reference in a short form prospectus.(47)
(6) Disclosure in an information circular of an issuer's corporate governance practices is not required to be incorporated by reference in a short form prospectus ifthat disclosure is in the information circular in order to comply with disclosure requirements of an exchange or other market on which an issuer's securitiestrade.(48)
(7) List the material change reports filed by the issuer since the commencement of the issuer's current financial year. In each case, provide the date of filing and abrief description of the material change.
Item 13: Issues of Guaranteed Securities(49)
(1) If a distribution of securities is fully guaranteed or if alternative credit support is provided, provide the following disclosure about the issuer:
1. If the issuer is a wholly owned subsidiary of the credit supporter, has no operations or minimal operations that are independent of the credit supporter and is anentity that functions essentially as a special purpose division of the credit supporter, a statement that the financial results of the issuer are included in theconsolidated financial results of the credit supporter.
2. If the issuer is a wholly owned subsidiary of the credit supporter but has more than minimal operations that are independent of the credit supporter, a summaryof financial information relating to the issuer's operations in a note to the audited financial statements of the credit supporter for its most recently completedfinancial year or in the short form prospectus.
3. If the issuer is not a wholly owned subsidiary of the credit supporter, a full narrative description of the business of the issuer, either
(a) directly, or
(b) by incorporating by reference
(i) if the issuer is a reporting issuer and has a current AIF or an annual information form that has been prepared in compliance with and filed under Canadiansecurities legislation of a jurisdiction and would be a current AIF if that AIF had been accepted for filing under National Instrument 44-101, the issuer's currentAIF or annual information form and all other documents required to be incorporated by reference in a short form prospectus under item 12,(50) or
(ii) if the issuer is not a reporting issuer but has a class of securities registered under section 12(b) or 12(g) of the 1934 Act or is required to file reports undersection 15(d) of the 1934 Act, the issuer's latest annual report on Form 10-K or Form 20-F filed with the SEC under the 1934 Act or any other document thatwould be required to be incorporated by reference in a Form S-3 or Form F-3 registration statement filed under the 1933 Act if the issuer were registering onForm S-3 or Form F-3 the securities distributed under the short form prospectus.(51)
Instruction: For purposes of paragraph (1), an issuer is considered to be a wholly owned subsidiary of the credit supporter, if the credit supporter owns votingsecurities representing 96 percent or more of the votes attached to the outstanding voting securities of the issuer.
(2) If a distribution of securities is fully guaranteed or if alternative credit support is provided, provide disclosure about the credit supporter by complying withthe following:
1. If the credit supporter of the securities is a reporting issuer and has a current AIF or an annual information form that has been prepared in compliance with andfiled under Canadian securities legislation of a jurisdiction and would be a current AIF if that AIF had been accepted for filing under National Instrument 44-101,incorporate by reference into the short form prospectus all documents that would be required to be incorporated by reference under item 12 if the creditsupporter were the issuer of the securities.
2. If the credit supporter of the securities is not a reporting issuer but has a class of securities registered under section 12(b) or 12(g) of the 1934 Act or isrequired to file reports under section 15(d) of the 1934 Act, incorporate by reference into the short form prospectus all documents that would be required to beincorporated by reference in a Form S-3 or Form F-3 registration statement filed under the 1933 Act if the securities distributed under the short form prospectuswere being registered on Form S-3 or Form F-3.(52)
3. If neither paragraph 1 nor paragraph 2 applies to the credit supporter, provide directly in the short form prospectus the same disclosure that would becontained in the short form prospectus through the incorporation by reference of the documents referred to in paragraph (1) of item 12 if the credit supporterwere the issuer of the securities and those documents had been prepared by the credit supporter.(53)
Instruction: Documents incorporated by reference are required under section 4.2 of National Instrument 44-101 to be filed with the short form prospectusunless they have been previously filed.
Item 14: Relationship between Issuer or Selling Securityholder and Underwriter(54)
If the issuer or selling securityholder is a connected issuer of an underwriter of the distribution, or if the issuer or selling securityholder is also an underwriter,comply with the disclosure requirements of Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts.
Item 15: Experts(55)
(1) Disclose all direct or indirect interests in the property of the issuer or of an associated party or affiliate of the issuer received or to be received by a person orcompany whose profession or business gives authority to a statement made by that person or company and who is named in a short form prospectus or adocument specifically incorporated by reference in a short form prospectus as having prepared or certified a part of that document or a report or valuationdescribed in a short form prospectus or in a document specifically incorporated by reference into a short form prospectus.(56)
(2) Disclose the beneficial ownership, direct or indirect, by a person or company referred to in paragraph (1) of any securities of the issuer or any associatedparty or affiliate of the issuer.
(3) For the purposes of paragraph (2), if ownership is less than one percent, a general statement to that effect shall be sufficient.(57)
(4) If a person, or a director, officer or employee of a person or company referred to in paragraph (1), is or is expected to be elected, appointed or employed as adirector, officer or employee of the issuer or of any associated party or affiliate of the issuer, disclose the fact or expectation.(58)
Item 16: Other Material Facts(59)
Give particulars of any material facts about the securities proposed to be distributed that are not disclosed under items 1 through 15 or in the documents referredto in item 12 of this Form incorporated by reference into the short form prospectus in order for the short form prospectus to contain full, true and plaindisclosure of all material facts relating to the securities to be distributed.
Item 17: Statutory Rights of Withdrawal and Rescission(60)
(1) Include a statement in substantially the following form with bracketed information completed:
"Securities legislation in [certain of the provinces [and territories) of Canada/the Province of [insert name of local jurisdiction, if applicable]] provides purchaserswith the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of aprospectus and any amendment. [In several of the provinces/provinces and territories,] [T/t]he securities legislation further provides a purchaser with remediesfor rescission [or [, in some jurisdictions,] damages] if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser,provided that the remedies for rescission [or damages] are exercised by the purchaser within the time limit prescribed by the securities legislation of thepurchaser's province [or territory]. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province [or territory]for the particulars of these rights or consult with a legal adviser."(61)
(2) In the case of a non-fixed price offering under section 5.1 of National Instrument, replace, if applicable in the jurisdiction in which the short form prospectusis filed, the second sentence in the legend in paragraph (1) with a statement in substantially the following form:
"This right may only be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment, irrespective of the determinationat a later date of the purchase price of the securities distributed."(62)
Item 18: Reconciliation to Canadian GAAP(63)
If an issuer has not incorporated by reference an audited reconciliation to Canadian GAAP, in the case of annual financial statements, or an unauditedreconciliation, in the case of interim financial statements, in the short form prospectus as permitted by subsection 4.1(6) of National Instrument 44-101, then theissuer shall provide the reconciliation to Canadian GAAP required by securities legislation.
Item 19: Certificates(64)
(1) Include a certificate in the following form signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors of the issuer,any two directors of the issuer, other than the chief executive officer or chief financial officer, duly authorized to sign and any person or company who is apromoter of the issuer:
"This short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relatingto the securities offered by this prospectus as required by the securities laws of [insert name of each jurisdiction in which qualified] [insert if offering made inQuebec - "For the purpose of the Province of Quebec, this simplified prospectus, as supplemented by the permanent information record, contains nomisrepresentation that is likely to affect the value or the market price of the securities to be distributed."].
(2) If there is an underwriter, include a certificate in the following form signed by the underwriter or underwriters who, with respect to the securities offered bythe prospectus, are in a contractual relationship with the issuer or selling securityholders:
"To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated herein by reference, constitutes full,true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities laws of [insert name of eachjurisdiction in which qualified] [insert if offering made in Quebec - "For the purpose of the Province of Quebec, to our knowledge, this simplified prospectus, assupplemented by the permanent information record, contains no misrepresentation that is likely to affect the value or the market price of the securities to bedistributed."].
(3) If any of the disclosure in item 13 of this Form is required to be included, include a certificate of the credit supporter(65) in the form required in paragraph (1).
(4) Include in an amendment to a short form prospectus the certificates required under paragraphs (1), (2) and, if applicable, (3) with the reference in eachcertificate to "this short form prospectus" omitted and replaced by "the short form prospectus dated [insert date] as amended by this amendment".(66)
(5) Include in an amended and restated short form prospectus the certificates required under paragraphs (1), (2) and, if applicable, (3) with the reference in eachcertificate to "this short form prospectus" omitted and replaced by "this amended and restated short form prospectus".(67)
Footnotes
1. The instructions are new and are based on the instructions to the proposed long form prospectus form in Ontario, Form 41-501F1 Information Required InA Prospectus.
2. This instruction parallels instruction (6) to Form 44-101F1.
3. This item is new and consolidates the requirements in this Form relating to the disclosure on the cover page of a short form prospectus. These requirementshave been reduced in number compared to those in Appendix B to NP47 ("NP47 short form prospectus form").
4. This is based on item 1(2) of the NP47 short form prospectus form. However, the first sentence in this legend, as it appears in the NP47 short formprospectus form, has been omitted and the second sentence has been modified to reflect item 2.1 of proposed National Instrument 41-101 Prospectus DisclosureRequirements. The second paragraph of this legend, as it appears in the NP47 short form prospectus form, has been moved off the face page and appears in item12 of this Form.
5. This item is based on item 1(1) of the NP47 short form prospectus form and the red herring on the preliminary long form prospectus form required byproposed National Instrument 41-101 Prospectus Disclosure Requirements. However, the reference to obtaining permission from the applicable regulator to varythe legend has been omitted. An issuer wishing to vary the legend may seek relief under the general exemptive powers of the applicable regulators. Other minormodifications have been made to simplify the language.
6. This formalizes current face page disclosure.
7. Proposed National Instrument 52-102 is the reformulation of National Policy Statement No. 14.
8. This paragraph is based on item 2(1) of the NP47 short form prospectus form.
9. This paragraph is new and has been added to provide disclosure of over-allotment options.
10. This paragraph is based on item 7(2) of the NP47 short form prospectus form.
11. This paragraph is based in part on item 7(2) of the NP47 short form prospectus form.
12. The requirement to disclose proportionate spending replaces the requirement in securities legislation or securities directions in some jurisdictions that theselling shareholder bear its proportionate share of the distribution expenses.
13. This paragraph is new and has been added to provide disclosure about compensation options.
14. This item is based on item 7(4) of the NP47 short form prospectus form. Paragraph (f) is new.
15. This item is based on item 2(3) of the NP47 short form prospectus form and has been modified to provide a cross-reference to the Plan of Distributionsection and no longer requires detailed front page disclosure.
16. This item is based on item 8 of the NP47 short form prospectus form and has been modified to reflect current practice as well as item 1.7 of the proposedlong form prospectus form in Ontario, Form 41-501F1 Information Required In A Prospectus.
17. This item is based on item 15 of the NP47 short form prospectus form and has been modified to reflect proposed Multi-Jurisdictional Instrument 33-105Underwriting Conflicts.
18. This paragraph codifies current practice.
19. This paragraph is based on subsection 6.3(8) of NP47 and has been modified to omit the words "other than securities to be distributed continuously" as itis not practicable to have a continuous distribution on a "firm commitment basis".
20. This item is based on item 3 of the NP47 short form prospectus form.
21. This item is based on item 4 of the NP47 short form prospectus form.
22. This item is based on item 5 of the NP47 short form prospectus form.
23. This item is based on item 6 of the NP47 short form prospectus form.
24. This item is based on item 7 of the NP47 short form prospectus form and has been modified to reflect the proposed long form prospectus form in Ontario,Form 41-501F1 Information Required In A Prospectus.
25. This paragraph is based on item 7(1) of the NP47 short form prospectus form and has been modified to reflect item 19.2 of the proposed long formprospectus form in Ontario, Form 41-501F1 Information Required In A Prospectus.
26. The "best efforts" offering covering page disclosure in item 7(2) of the NP47 short form prospectus form appears in item 1 of this Form.
27. This paragraph is based on subsection 6.3(9) of NP47 and has been modified to reflect item 19.5 of the proposed long form prospectus form in Ontario,Form 41-501F1 Information Required In A Prospectus.
28. This paragraph is based on item 7(5) of the NP47 short form prospectus form and has been modified to reflect item 19.7 of the proposed long formprospectus form in Ontario, Form 41-501F1 Information Required In A Prospectus.
29. This paragraph is new and is based on item 1.7(2) of the proposed long form prospectus form in Ontario, Form 41-501F1 Information Required In AProspectus.
30. This paragraph is new and is based on item 1.7(3) of the proposed long form prospectus form in Ontario, Form 41-501F1 Information Required In AProspectus.
31. This item is based on item 9 of the NP47 short form prospectus form. The requirement to disclose asset coverage has been omitted.
32. The method of calculation is based on the OSC Corporate Finance Accountants Practice Manual.
33. This item is based on item 10 of the NP47 short form prospectus form and has been modified to reflect the proposed long form prospectus form inOntario, Form 41-501F1 Information Required In A Prospectus.
34. This paragraph (1) is based on item 10(1) of the NP47 short form prospectus form and has been modified to reflect item 10.1(1) of the proposed longform prospectus form in Ontario, Form 41-501F1 Information Required In A Prospectus.
35. The reference in this subparagraph to affiliates of the trustee is new.
36. This paragraph (2) is based on item 10(1) of the NP47 short form prospectus form and has been modified to reflect item 10.1(2) of the proposed longform prospectus form in Ontario, Form 41-501F1 Information Required In A Prospectus.
37. This paragraph (3) is new and has been added to reflect the inclusion in section 2.7 of proposed National Instrument 44-101 of POP eligibility criteriaspecifically applicable to special purpose vehicle issuers distributing asset-backed securities.
38. This paragraph (4) is new and reflects the inclusion in proposed National Instrument 44-101 of POP eligibility criteria specifically applicable to issuersdistributing cash settled derivatives.
39. This paragraph is based on the second sentence of item 10(1) of the NP47 short form prospectus form.
40. This paragraph is new.
41. This paragraph is new.
42. This item is based on item 11 of the NP47 short form prospectus form. The last two sentences are new.
43. This item is based on item 12 of the NP47 short form prospectus form.
44. Paragraphs (1), (2), (3), (4) and (5) of this item are based on section 3.3 of Rule 41-501 General Prospectus Requirements, the proposed long formprospectus rule in Ontario. Paragraph (6) of this item is based on subsection 3.4(1) of proposed Rule 41-501. Paragraph (7) of this item is based on subsection3.4(3) of proposed Rule 41-501.
45. This item is based on item 16 of the NP47 short form prospectus form and subsection 6.3(6) of NP47. As subsection 6.1(2) of NP47 has been omittedfrom proposed National Instrument 44-101, paragraph (1) of this item specifies the manner in which documents are to be incorporated by reference. Issuers arerequired to modify the incorporation by reference statement as necessary to reflect that documents are to be incorporated by reference only to the extent thatthey are not otherwise modified or superseded by a statement in the short form prospectus or subsequently filed document that is incorporated by reference in theprospectus. Accordingly, item 16(4) of the NP47 short form prospectus form which requires a statement to the effect of paragraph 6.1(2) of NP47 has also beenomitted.
46. This paragraph is new.
47. This paragraph is based on the footnote to item 16(1)(b) of the NP47 short form prospectus form.
48. This paragraph addresses the stock exchange rules on corporate governance. Issuers with listed securities must include this information either in theirannual report or information circular. This paragraph provides that if an issuer chooses to insert this information in its information circular, it need not beincorporated by reference in the short form prospectus.
49. This item is based on item 14 of the NP47 short form prospectus form. Item 14(3) of the NP47 short form prospectus form requires disclosure about theguarantor to be provided by incorporating by reference the guarantor's current AIF. Paragraph (2) of this item has been expanded to deal also with the situationwhere a credit supporter may not have a current AIF.
50. This clause clarifies that the AIF incorporated by reference in the short form prospectus may be either a current AIF or an annual information formprepared under local securities legislation such as proposed Ontario Rule 51-501 Annual Information Form and Management's Discussion and Analysis ofFinancial Condition and Results of Operation (the rule that replaces OSC Policy Statement No. 5.10) or Quebec securities legislation.
51. This clause is new and applies to an issuer that is not a reporting issuer and does not have a current AIF or a local AIF that can be incorporated byreference, but is a U.S. registrant. The term "1934 Act" means the Securities Exchange Act of 1934 of the United States of America. The scope of documentsthat may be incorporated by reference to satisfy the requirement in paragraph 3 to provide disclosure about the issuer has been expanded to include U.S.disclosure documents comparable to the Canadian documents listed in item 12(1) of this Form. Rather than specifically listing the U.S. disclosure documentsrequired to be incorporated by reference under Form S-3 or F-3, these documents are referred to generically.
52. This paragraph is new and is an extension of item 16(5) of the NP47 short form prospectus form that requires disclosure about a guarantor to beincorporated by reference in the issuer's short form prospectus. Item 16(5) of the NP47 short form prospectus form assumes that the guarantor is itself POPeligible and has a current AIF. This paragraph applies to a credit supporter that is not a reporting issuer and does not have a current AIF or a local AIF that canbe incorporated by reference under paragraph 1, but is a U.S. registrant. The scope of documents that must be incorporated by reference to provide disclosureabout the credit supporter, if the credit supporter is a U.S. registrant, has been expanded to include U.S. disclosure documents comparable to the Canadiandocuments listed in item 12(1) of this Form. Rather than specifically listing the U.S. disclosure documents required to be incorporated by reference underForm S-3 or F-3, these documents are referred to generically in this paragraph.
53. This paragraph is new and is an extension of item 16(5) of the NP47 short form prospectus form that requires disclosure about a guarantor to beincorporated by reference in the issuer's short form prospectus. Item 16(5) of the NP47 short form prospectus form assumes that the guarantor is itself POPeligible and has a current AIF. There may be circumstances where this is not the case. If the credit supporter does not have a current AIF, a local AIF, or U.S.disclosure documents that can be incorporated by reference, paragraph 3 applies and requires disclosure about the credit supporter to be provided by includingthe disclosure that would appear in the documents incorporated by reference in a short form prospectus if the credit supporter were the issuer of the securitiesand a reporting issuer with a current AIF.
54. This item is based on item 15 of the NP47 short form prospectus form and has been modified to reflect proposed Multi-Jurisdictional Instrument 33-105Underwriting Conflicts.
55. This item is based on item 17 of the NP47 short form prospectus form and has been modified to reflect the proposed long form prospectus form inOntario, Form 41-501F1 Information Required In A Prospectus.
56. This paragraph is based on item 17(1) of the NP47 short form prospectus form and has been modified to reflect item 28.3(1) of the proposed long formprospectus form in Ontario, Form 41-501F1 Information Required In A Prospectus.
57. This paragraph is new and has been added to provide that if ownership of an expert is less than one percent, a general statement to that effect satisfies thedisclosure in paragraph (1). This reflects current practice.
58. This paragraph is based on item 17(2) of the NP47 short form prospectus form and has been expanded to refer, in addition to "a person referred to inparagraph (1)", to "a director, officer or employee of a person or company referred to in paragraph (1)".
59. This item is based on item 18 of the NP47 short form prospectus form.
60. This item is based on item 19 of the NP47 short form prospectus form and has been modified to reflect proposed National Instrument 41-101 ProspectusDisclosure Requirements.
61. The text of the legend in this paragraph has been modified slightly compared to item 19 of the NP47 short form prospectus form to reflect item 4.1 ofproposed National Instrument 41-101 Prospectus Disclosure Requirements.
62. This paragraph is new and has been added to modify the legend contained in paragraph (1) in the case of non-fixed price offerings to clarify when thestatutory right of withdrawal begins to run.
63. This item is based on the footnote to section 5.4 of NP47.
64. This item is based on item 20 of the NP47 short form prospectus form.
65. This paragraph is based on item 20(3) of the NP47 short form prospectus form and has been modified to omit to a certificate of the issuer as the issuer'scertificate is addressed in paragraph (1) of this item.
66. This paragraph is new.
67. This paragraph is new.