Notice and Materials Required To Be Filed Under National Policy: NP - 43-201 - Mutual Reliance Review System for Prospectus and Annual Information Forms
Notice and Materials Required To Be Filed Under National Policy: NP - 43-201 - Mutual Reliance Review System for Prospectus and Annual Information Forms
NOTICE
Materials Required to be Filed under Proposed National Policy 43-201
Mutual Reliance Review System for Prospectuses and Initial AIFs
On June 19, 1998, the Ontario Securities Commission, together with the other membersof the Canadian Securities Administrators (the "CSA"), published for comment the text ofproposed National Policy 43-201. The proposed National Policy will replace NationalPolicy Statement No. 1: Clearance of National Issues ("NP1") including the Table ofDocuments to be filed in respect of the Clearance of National Issues (the "NP 1 Table").It is anticipated that NP1 will be repealed once the proposed National Policy comes intoforce.
The notice (the "June Prospectus Notice")(1) that accompanied the publication of theproposed National Policy indicated that an appendix listing the material to be filed wouldbe published for comment in the near future. The comment period for the proposedNational Policy expires on September 19, 1998.
The Ontario Securities Commission, together with other members of the CSA, is nowpublishing for comment Appendix A to the proposed National Policy that sets out the listsof documents that are required to be filed under each category of filing to which theproposed National Policy will apply.
The Proposed National Policy
The proposed National Policy establishes a mutual reliance review system forprospectuses (including mutual fund prospectuses), prospectus amendments, waiverapplications, pre-filing discussions and initial AIFs for issuers eligible to participate in theprompt offering qualification system. For additional information concerning thebackground of the proposed National Policy, reference should be made to the JuneProspectus Notice.
The Mutual Reliance Review System (the "MRRS") is an understanding among theCanadian securities regulatory authorities on the principles of mutual reliance and is beingimplemented by way of a memorandum of understanding (the "MOU"). The draft MOU wasalso published for comment on June 19, 1998. For additional information concerning thebackground of the proposed MOU, reference should be made to the notice(2) thataccompanied the publication of the proposed MOU.
Appendix A to the Proposed National Policy
Appendix A sets out the list of the materials to be filed as are currently listed in the NP 1Table. Certain amendments to the materials required to be filed in the various jurisdictionshave been made to incorporate changes arising out of the filing of documents throughSEDAR and, in certain circumstances, changes to legislation and administrative practices.
Comments
Interested parties are invited to make written submissions with respect to the proposedAppendix A. Submissions received by September 19, 1998 will be considered.
Submissions should be made to all of the Canadian Securities Administrators listed belowin care of the Commission des valeurs mobilières du Québec in duplicate, as indicatedbelow:
British Columbia Securities CommissionAlberta Securities Commission
Saskatchewan Securities Commission
The Manitoba Securities Commission
Ontario Securities Commission
Commission des valeurs mobilières du Québec
Nova Scotia Securities Commission
Office of the Administrator, New Brunswick
Registrar of Securities, Prince Edward Island
Department of Government Services and Lands, Newfoundland andLabrador
Registrar of Securities, Northwest Territories
Registrar of Securities, Government of the Yukon Territory
c/o Rosetta Gagliardi, Mutual Reliance Committee Chair
cc: Claude St Pierre, Secretary
Commission des valeurs mobilières du Québec
800 Square Victoria
Stock Exchange Tower
P.O. Box 246, 17th Floor
Montréal, Québec H4Z 1G3
Telephone: 514-873-5009 ext. 252
Fax: 514-864-6381
e-mail: [email protected]
A diskette containing the submission (in DOS or Windows format,preferably Word) should also be submitted to the Chair of the Committee.
Comment letters submitted in response to requests for comments areplaced on the public file in certain jurisdictions and form part of the publicrecord, unless confidentiality is requested. Comment letters will becirculated amongst the securities regulatory authorities, whether or notconfidentiality is requested. Although comment letters requestingconfidentiality will not be placed on the public file, freedom of informationlegislation in certain jurisdictions may require the securities regulatoryauthorities in those jurisdictions to make comment letters available.Persons submitting comment letters should therefore be aware that thepress and members of the public may be able to obtain access to anycomment letters.
Questions may be referred to the Chair and/or any of the followingmembers of the Committee:
Brenda BenhamBritish Columbia Securities Commission
(604) 899-6635
or (800) 373-6393 (in B.C.)
Wayne Redwick
British Columbia Securities Commission
(604) 899-6699
or (800) 373-6393 (in B.C.)
Glenda Campbell
Alberta Securities Commission
(403) 297-4230
Kenneth Parker
Alberta Securities Commission
(403) 297-3251
Ian McIntosh
Saskatchewan Securities Commission
(306) 787-5867
Bob Bouchard
Manitoba Securities Commission
(204) 945-2555
Rose Fergusson
Ontario Securities Commission
(416) 593-8116
Winfield Liu
Ontario Securities Commission
(416) 593-8250
Amy Macfarlane
Ontario Securities Commission
(416) 593-8135
Kathryn Soden
Ontario Securities Commission
(416) 593-8149
Bill Slattery
Nova Scotia Securities Commission
(902) 424-7768
Dated on July 31, 1998
APPENDIX A
The attached lists of documents are those required to be filed under each category of filingto which the Policy applies. The following information should also be considered inconnection with a filing of materials under the MRRS.
1. Where a filing is to be made in the provinces of Quebec or New Brunswick, aFrench language version of the following documents must also be filed:
(a) the preliminary prospectus and the prospectus;
(b) any black-lined prospectus;
(c) any amendment to a prospectus; and
(d) the initial AIF.
In the case of a filing of a preliminary short form prospectus, but not a final shortform prospectus, where the distribution is to be made in the provinces of Quebecor New Brunswick, French language versions of all of the documents incorporatedby reference and not previously filed with the relevant Canadian securitiesregulatory authorities must also be filed, to the extent French language versionswere not previously filed.
2. The attached lists do not refer to the applicable filing and distribution fees requiredby the Canadian securities regulatory authorities. The filer should consult the feeschedules of the relevant Canadian securities legislation for the applicable fees.
For filers that are permitted to file materials in paper form pursuant to NationalInstrument 13-101 System for Electronic Document Analysis and Retrieval(SEDAR), the payment of fees should be made by cheque payable as follows:
British Columbia - British Columbia Securities Commission
Alberta - Alberta Securities Commission
Saskatchewan - Minister of Finance
Manitoba - Minister of Finance
Ontario - Ontario Securities Commission
Quebec - Commission des valeurs mobilieres du Quebec
New Brunswick - Minister of Finance
Nova Scotia - Minister of Finance
Prince Edward Island - Provincial Secretary
Newfoundland - Newfoundland Exchequer Account
Northwest Territories - Government of the Northwest Territories
Yukon Territories - Government of Yukon
In all other cases, payment of filing fees should be transmitted electronciallythrough SEDAR.
3. As a result of filing materials in SEDAR, it is no longer necessary to file multiplecopies of documents.
4. Additional filing requirements apply to certain types of offerings such as commoditypools or offerings using the shelf offering procedures, the post receipt pricingprocedures or the multi-jurisdictional disclosure system. Reference should be madeto the applicable provisions of national or local rules or policies for any additionalfiling requirements or procedures.
5. Further filing requirements for Alberta are contained in ASC Local Policy 4-7.
6. Further filing requirements for Ontario are contained in Ontario SecuritiesCommission Policies No. 5.1, 5.2 and 5.7.
7. Further filing requirements for British Columbia are contained in BCSC Local PolicyStatements 3-02, 3-03 and 3-17. With respect to BCSC Local Policy Statement 3-17, where a filer does not meet the minimum listing requirements for an AdvancedCompany on the Vancouver Stock Exchange (the "VSE") whether or not itssecurities are or will be listed on the VSE, the filer should indicate in its cover letteraccompanying the preliminary prospectus materials that it will be complying withBCSC Local Policy Statement 3-17. If applicable, a consultant's or specialist'scertificate under section 6.5 of BCSC Local Policy Statement 3-17 is required to befiled with the preliminary prospectus, and an undertaking under section 4.1 of thatPolicy is required to be filed with the prospectus. In addition, filers subject to BCSCLocal Policy Statement 3-17 must prepare their prospectus in accordance witheither Form 12A or 14A. Filers, other than those offering securities pursuant to ashort form prospectus, should also indicate in their cover letter whether any classof securities of the issuer are or will be listed on a stock exchange on conclusionof the offering.
8. Where the attached lists refer to "personal information regarding directors, seniorofficers and promoters" the filer should provide, for each director and senior officerof the filer and for each promoter of the filer (or in the case where the promoter isnot an individual, for each director and senior officer of the promoter) the followinginformation for security check purposes:
(i) full name, including aliases;
(ii) birth date;
(iii) full residential address;
(iv) present place of employment; and
(v) place of birth.
Additionally, where the offering is to made in Ontario, the filer must fileNotice/Consent Forms under the Freedom of Information and Protection of PrivacyAct, 1987 (Ontario). Where the offering is to be made in Saskatchewan or NovaScotia a RCMP GRC Securities Fraud Information Centre Request Form #2674 (89-07) must be filed. Where the offering is to be made in Quebec, a Form 4 under theRegulation concerning securities made under the Securities Act (Quebec) must befiled. Where the offering is to be made in British Columbia, the filer must file aForm 4B or statutory declaration in respect of individuals related to issuers that aresubject to Local Policy Statement 3-02. Particulars of these filing requirements areset out in item O of section 3.2 of Local Policy Statement 3-02.
9. The following lists make reference to certain documents which are required to befiled only in certain jurisdictions. Where this is the case, the jurisdiction(s) in whichthe filing requirements exist are indicated in parentheses next to the document.
10. Where the attached lists refer to "certified resolution(s) of the directors" and the fileris a limited partnership, royalty trust or other unincorporated entity, a resolution ofthe directors of the company acting as the general partner or manager of the filershould be filed.
1. Preliminary long form prospectus
2. Cross-reference sheet
3. Certified resolution(s) of the directors approving preliminary prospectus andfinancial statements
4. Technical reports and certificates of qualification, etc., if applicable
5. Auditors' negative assurance letter regarding unsigned year-end financialstatements
6. Personal information regarding directors, senior officers and promoters
7. Copy or draft of all "green sheets", if any (Ontario)
8. Date of financial year end of the issuer and head office address of the issuer(Ontario)
9. Asset and earnings coverage calculations, if applicable
10. Dilution calculation, if applicable
11. Risk Disclosure Statement (Ontario Securities Commission Policy Statement No.5.2)
12. Submission to jurisdiction and appointment of agent
13. Draft escrow agreement
14. Filing fees
1. Final long form prospectus
2. Final long form prospectus - black-lined to show changes from the preliminary longform prospectus
3. Certified resolution(s) of directors approving prospectus and financial statements
4. Auditors' consent
5. Auditors' comfort letter regarding any interim financial statements contained in thefinal long form prospectus
6. Consents of legal counsel and other experts, if any
7. Cross-reference sheet
8. Undertaking to provide breakdown of sales and payment of additional fees, ifapplicable (British Columbia)
9. Underwriters' certificate re allocation of distribution, if required (Alberta,Saskatchewan, Ontario, Nova Scotia, Newfoundland)
10. Copies of the underwriting or agency agreement and any other material contractrequested by staff
11. Undertaking to provide upon the request of the executive director copies of materialcontracts listed in the prospectus (Alberta)
12. Escrow agreement
13. Filing fees
1. Preliminary short form prospectus
2. Certified resolution(s) of the directors approving the preliminary short formprospectus and financial statements
3. Technical reports and certificates of qualification, etc., if applicable(3)
4. Asset and earnings coverage calculations, if applicable
5. Copy or draft of all "green sheets", if any (Ontario)
6. Submission to jurisdiction and appointment of agent
7. Copies of all material incorporated by reference in preliminary short formprospectus and not previously filed
8. Filing fees
1. Final short form prospectus
2. Final short form prospectus - black-lined to show changes from the preliminaryshort form prospectus
3. Certified resolution(s) of directors approving short form prospectus and financialstatements
4. Auditors' consent
5. Auditors' comfort letter regarding any interim financial statements contained in orincorporated by reference into the final short form prospectus
6. Consents of legal counsel and other experts, if any
7. Undertaking to provide breakdown of sales and payment of additional fees, ifapplicable (British Columbia)
8. Underwriters' certificate re allocation of distribution, if required (Alberta,Saskatchewan, Ontario, Nova Scotia, Newfoundland)
9. Copies of the underwriting or agency agreement and any other material contractrequested by staff
10. Copies of all material incorporated by reference in the short form prospectus andnot previously filed
11. Undertaking to provide upon the request of the executive director copies of materialcontracts listed in the prospectus (Alberta)
12. Filing fees
(SHORT FORM AND LONG FORM)
1. Amendment
2. Certified resolutions(s) of directors approving amendment and financial statements
3. Auditors' consent, negative assurance and comfort letters, if applicable
4. Consents of legal counsel and other experts, if applicable
5. Filing fees
1. Initial annual information form
2. Certified resolution(s) of directors approving initial annual information form
3. Eligibility certificate of filer
4. Material incorporated by reference (including, if applicable, the management'sdiscussion and analysis) and not previously filed with the relevant Canadiansecurities regulatory authorities
5. Cross reference sheet for filers whose initial AIF is in the form of an annual reporton Form 10-K or Form 20-F
6. Undertaking to provide disclosure documents for filers whose initial AIF is in theform of an annual report on Form 10-K or Form 20-F
7. Notice of intention to file preliminary prospectus (Quebec)
8. Personal information regarding directors, officers and promoters
9. Filing fees, if applicable
PRELIMINARY SIMPLIFIED PROSPECTUS AND ANNUAL INFORMATION FORMFILED UNDER NATIONAL POLICY STATEMENT NO. 36
1. Preliminary simplified prospectus
2. Preliminary simplified prospectus - blacklined
(where new fund is being qualified by a separate prospectus but is to be part of anexisting group of funds sold by prospectus, a blacklined version of the simplifiedprospectus should indicate any changes from the existing simplified prospectus forthe group of funds)
3. Preliminary annual information form
4. Preliminary annual information form - blacklined
(where new fund is being qualified by a separate prospectus but is to be part of anexisting group of funds sold by prospectus, a blacklined version of the annualinformation form should indicate any changes from the existing annual informationform for the group of funds)
5. Copy or draft of all material contracts
6. Personal information regarding individuals acting as trustees and promoters, anddirectors and senior officers of the fund, trustee, manager and promoter
7. Certified resolutions of the trustee(s) or directors of the trustee, fund, promoter andmanager approving the preliminary simplified prospectus and annual informationform, and, if applicable, the financial statements
8. Financial statements, if applicable
9. Auditors' negative assurance letter regarding unsigned year-end financialstatements, if applicable
10. Copy of investment restrictions and practices of the fund
11. Letter or memorandum required by section 1.02 of National Policy Statement No.39.
12. Cross-reference sheets
- simplified prospectus
- annual information form
13. Filing fees
PRO FORMA SIMPLIFIED PROSPECTUS AND ANNUAL INFORMATION FORMFILED UNDER NATIONAL POLICY STATEMENT NO. 36
1. Pro forma simplified prospectus
2. Pro forma simplified prospectus - blacklined and certified in accordance withNational Policy Statement No. 30
3. Pro forma annual information form
4. Pro forma annual information form - blacklined and certified in accordance withNational Policy Statement No. 30
5. Copy or draft of all material contracts not previously filed
6. Personal information regarding individuals acting as trustees and promoters, anddirectors and senior officers of the fund, trustee, manager and promoter
7. Compliance report required under section 7.01(4) of National Policy Statement No.39
8. Letter or memorandum required by section 1.02 of National Policy Statement No.39.
9. Cross-reference sheets
- simplified prospectus
- annual information form
10. Filing fees
FINAL SIMPLIFIED PROSPECTUS AND ANNUAL INFORMATION FORM FILEDUNDER NATIONAL POLICY STATEMENT NO. 36
1. Final simplified prospectus
2. Final simplified prospectus - blacklined to show changes from preliminary or proforma simplified prospectus, as the case may be
3. Final annual information form
4. Final annual information form - blacklined to show changes from preliminary or proforma annual information form, as the case may be
5. Copy of all material contracts not previously filed
6. Certified resolutions of the individual trustees and the directors of the fund, trusteeand manager approving the final simplified prospectus, annual information form andaudited annual financial statements
7. Undertaking to deliver permanent information record
8. Audited financial statements if not previously filed
9. Auditors' consent letter re audited financial statements
10. Auditors' comfort letter re interim financial statements, if applicable
11. Consent of legal counsel or other experts
12. Cross-reference sheets
- simplified prospectus
- annual information form
- all other filings under NP 36 (Manitoba and Alberta)
13. Certificate re proceeds of distribution in the jurisdiction (B.C., Alberta, Ontario,Quebec)
14. Filing fees
AMENDMENT TO A SIMPLIFIED PROSPECTUS AND ANNUAL INFORMATIONFORM FILED UNDER NATIONAL POLICY STATEMENT NO. 36
1. Amendment to simplified prospectus
2. Amendment to simplified prospectus - blacklined (where amendment is an amendedand restated simplified prospectus)
3. Amendment to annual information form
4. Amendment to annual information form - blacklined (where amendment is anamended and restated annual information form)
5. Certified resolutions of the individual trustees and the directors of the fund, trustee,manager and promoter
6. Auditors' consent letter, if applicable
7. Auditors' comfort letter, if applicable
8. Consent of legal counsel and other experts, if applicable
9. Filing fees
Footnotes
1. (1998) 21 OSCB 3889
2. (1998) 21 OSCB 3882
3. Unless a technical report is specifically referred to in a short form prospectus orthe applicable Canadian securities regulatory authority believes that unusualcircumstances warrant the exercise of discretion to require the filing of a technicalreport, technical reports and certificates of qualification are not required to be filed inany jurisdiction. For this purpose, a reference to the name of the independent engineeror other qualified person in the filer's AIF does not constitute a reference to a reportprepared by that person in the short form prospectus. Therefore, the issuer is notrequired to file the report, but must file, with the final short form prospectus, the consentof the person who prepared it.