OSC Policy 7.5: OSCP - 51-603 - Reciprocal Filings

O.S.C. POLICY 7.5 - RECIPROCAL FILINGS

It is common for a reporting issuer to be subject to disclosure and filing requirements under corporate or securities legislation or stock exchange bylaws or regulations in other jurisdictions. This may result in a reporting issuer making varying disclosure at differing times in each jurisdiction. The Commission is concerned that Ontario resident investors be as well informed about the affairs of a reporting issuer as investors in any other jurisdiction. An issuer should consider this principle when making filings in other jurisdictions.

In particular, the Commission recognizes that in certain situations U.S. laws may require a reporting issuer to make more detailed and/or more timely disclosure in the United States than that required in Ontario. In the Commission's view this may result in Ontario investors having unequal access to such information.

Section 6 of the regulation to the Securities Act currently sets forth specific provisions with respect to reciprocal filings. However, the application of subsection 6(2) can give rise to the foregoing problem. The Commission is presently reviewing section 6 in light of the matters referred to above. Until such time as this review is completed, the Commission has adopted the policy that all reporting issuers which are subject to filing requirements with the United States Securities and Exchange Commission (the "SEC") shall file the following documents with the Commission concurrently with the filing of such documents with the SEC:

- 10-K (annual report)

- 10-Q (quarterly report)

- 6-K (foreign issuers current report)

- 8-K (current report)

- 20-F (foreign issuers annual report)

- 13E-3 (transaction statement)

- 13E-4 (issuer tender offer statement)

- 14D-9 (solicitation/recommendation statement)

A 6-K or 8-K are not required to be filed with the Commission where substantially the same information has been included in a Form 27 (material change report) filed with the Commission.

Exhibits referred to in any 10-K or 20-F need not be filed with the Commission.

(Draft first published (1986) 9 O.S.C.B. 3751; final 9 O.S.C.B. 6135.)