Alberta Gazette — 15 November (i)
1115 i
Alberta — Gazette
THE ALBERTA GAZETTE,
PART I, NOVEMBER 15, 2000
The Alberta Gazette
PART 1
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Vol. 96 EDMONTON, WEDNESDAY, NOVEMBER 15, 2000 No. 21
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GOVERNMENT NOTICES
COMMUNITY DEVELOPMENT
NOTICE OF INTENTION TO DESIGNATE PROVINCIAL HISTORIC RESOURCE
(Historical Resources Act)
File: Des. 1276
Notice is hereby given that sixty days from the date of service of this
Notice and its publication in the Alberta Gazette, the Minister of
Community Development intends to make an Order that the structure known as:
the 1880 Anglican Church of St. Paul the Apostle and the 1874 Day School,
together with the land legally described as Plan 5642NY, Block 9, Lot 15,
excepting thereout all mines and minerals and municipally located at Fort
Chipewyan, Alberta
be designated a Provincial Historic Resource under
section 16 of the
Historical Resources Act, R.S.A. 1980 c.H-8 as amended.
The reason for the designation are as follows:
Located by the shore of Lake Athabasca in Fort Chipewyan, the Anglican
Church of St. Paul the Apostle and the adjacent Day School, constructed in
1880 and 1874 respectively, embody influences of both the contemporary
The historical significance of the structures lies in their association
with the community of Fort Chipewyan, the earliest Euro-Canadian settlement
in what is now Alberta. They are the only structures remaining in the
community that harken back to the fur trade era. The Church is also
significant in its spiritual role as the longest serving Anglican Church in
the Province. The Anglican Church of St. Paul the Apostle and the Day
School are two of the most significant historic structures in Northern
Alberta.
It is therefore considered that the preservation and protection of the
resource is in the public interest.
Dated October 18, 2000.
Dr. W.J. Byrne, Assistant Deputy Minister.
Cultural Facilities and Historical Resources Division.
ENVIRONMENT
Alberta Fishery Regulations, 1998
Notice of Variation Order 35-2000
Commercial Fishing Seasons
The close times and quotas set out in
Schedule 8 to the Alberta Fishery
Regulations, 1998 in respect of the waters listed in the
Schedule to this
Notice have been varied by Variation Order 35-2000 by the Director of
Fisheries Management in accordance with
section 3 of the Alberta Fishery
Regulations, 1998.
Where fishing with gill nets is permitted during an open season established
by the Order, the gill net mesh size has been specified in the Order.
Pursuant to Variation Order 35-2000 commercial fishing is permitted in
accordance with the following schedule.
SCHEDULE
PART 1
Item - 1.
Column 1 Waters - In respect of:
(78) North Wabasca Lake (81-26-W4)
a) In
respect of the following portions: - that portion which is less than 3.2 m
(10 feet) deep.
Column 2 Gear - Gill net not less than 102 mm mesh
Column 3 Open Time - 08:00 hours September 12, 2000 to 16:00 hours
September 30, 2000; 08:00 hours October 10, 2000 to 12:00 hours October 18,
Column 4 Species and Quota - 1) Lake whitefish: 10,000 kg; 2) Walleye: 850
kg; 3) Yellow perch: 200 kg; 4) Northern pike: 12,000 kg ; 5) Tullibee:
5,000 kg; 6) Lake trout: 1 kg
Column 1 Waters -
b) In respect of all other waters
Column 2 Gear - Gill net
Column 3 Open Time - Closed
Column 4 Species and Quota - 1) Lake whitefish: 1 kg; 2) Walleye: 1 kg; 3)
Yellow perch: 1 kg; 4) Northern pike: 1 kg; 5) Tullibee: 1 kg; 6) Lake
trout: 1 kg
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GOVERNMENT SERVICES
The Registrar's Periodical, corporate registration, incorporation and other
notices of the Corporate Registry are listed at the end of this issue.
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INFRASTRUCTURE
SALE OR DISPOSITION OF LAND
(Government Organization Act)
Name of Purchaser: Nemadar Ranch Ltd.
Considereration: Land Exchange
Land Description: Land being transferred, value at $4,700. Plan 0023653,
Lot 1. Area: 18.4 hectares (45.47 acres) more or less. Excepting thereout
all mines and minerals, located in the Municipal District of Big Lakes.
Name of Purchaser: Pine-West Properties Ltd. (Revision to previous notice
published on September 30, 2000)
Consideration: $143,000.
Land Description: Plan 1209A1, Block (X), containing 4.20 acres more or
less, excepting thereout: 0.17 of an acre, more or less as shown on Road
Plan 3706MC. Excepting thereout all mines and minerals, located in the
Village of Clyde.
Plan 6684LZ required for Maintenance Yard, containing 0.825 hectares, more
or less. Excepting thereout all mines and minerals, located in the Village
of Clyde.
Name of Purchaser: Mountain View County
Consideration: $1.00
Land Description: Plan 0012476, Block 1, containing 41.19 hectares (101.8
acres) more or less. Excepting thereout all mines and minerals, located in
Mountain View County.
Name of Purchaser: Dan L'Heureux and Lynne L'Heureux
Consideration: $180,000.
Land Description: Plan (T), Block 3, the west half of lot 4 and all of lot
5. Area: 0.15 acres (more or less). Excepting thereout all mines and
minerals, located in the City of Leduc.
Name of Purchaser: Cornelius Bos, Greta Bos and John Bos.
Consideration: Land Exchange
Land Description: Land being transferred, valued at $2,310.00. Descriptive
Plan 0023636, Lot 1. Area: 1.87 hectares (4.62 acres) more or less.
Excepting thereout all mines and minerals, located in Lac Ste. Anne County.
Name of Purchaser: Alberta North Highway Services Ltd.
Consideration: $90,000.
Land Description: Plan 1220RS, Railway Right of Way within meridian 6,
range 5, township 71, comprising parts of:
Reference Titles
Section
Hectares
(Acres) more or less
182Z249
SW 6
13.8
Excepting thereout:
A) Plan 4863TR - Road
1.68
4.15
B) Plan 9520679 - Railway
6.62
16.36
C) All that portion lying south of the south boundary of Railway Plan
9520679, containing
2.586
6.39
Excepting thereout all mines and minerals and the right to work the same,
located in the County of Grande Prairie No. 1.
JUSTICE
DESIGNATION OF QUALIFIED TECHNICIAN APPOINTMENT
(INTOXILYZER 5000
C) Calgary Police Service
Bobrowich, Jason Paul
Bodnar, Terry Andrew
Burns, Howard James
Campbell, Derrick John
Campbell, Jeffrey Scott
Coleman, Don Robert
Froese, John Edward
Horvath, Laszlo
Joels, Gareth Alan
Kennett, Robert James
Mayhew, Dominic James
McPhee, Denise Marie
Midtdal, Darry Allan
Morgan, Colin William
Ochitwa, Mark Daryl
Olson, Curtis Dale
Vink, Dennis James
Williams, Darcy Scott
(Date of designation October 11, 2000)
(Royal Canadian Mounted Police "F" Division)
Helgeson, Donald Andrew
(Date of designation October 12, 2000)
Tsuu Tina Police Service
Gauthier, Michael James
(Date of designation October 11, 2000)
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LEARNING
SCHOOL DISTRICT AUTHORIZED TO ISSUE DEBENTURES
(Capital Borrowing Regulation)
ERRATUM
The following notice was published with an error in the October 31, 2000
issue of the Alberta Gazette. The notice should have read as follows:
Notice is hereby given that the Minister of Learning has approved the
borrowing by the Board of Trustees of Edmonton School District No. 7 of the
Province of Alberta, by way of debentures an amount not exceeding the sum
of $3,832,491 on the security of the said school district, the said
borrowing repayable in 5 consecutive annual installments with interest at a
rate determined from time to time by the Alberta
Municipal Financing Corporation, for the purpose detailed in the said
district's By-law No. 296 and Alberta Learning Approval Order No. 2/2000.
Treasurer: Mr. Dean Power Honourable Dr. Lyle Oberg, Minister of
Learning.
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LEGISLATIVE ASSEMBLY
OFFICE OF THE CHIEF ELECTORAL OFFICER
NOTICE: MEMBER RETURNED TO SERVE IN THE LEGISLATIVE ASSEMBLY
Edmonton, Wednesday, November 15, 2000
Notice is hereby given that under the provisions of
section 147 of the
Election Act, I have received the Certificate and Return of the Returning
Officer appointed to conduct a By-election on the 25th day of September,
2000, in the following Electoral Division, and the said Return shows that
the following member was duly elected:
Electoral Division
Elected Candidate
Political Affiliation
Red Deer-North
Mary Anne Jablonski
Progressive Conservative
O. Brian Fjeldheim, Chief Electoral Officer.
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MUNICIPAL AFFAIRS
HOSTING EXPENSES EXCEEDING $600.00
For the quarter July 1, 2000 - September 30, 2000
Function: Provincial Planning Directors Conference.
Date of Function: May 28-31, 2000
Amount: $1,962.18
Location: Calgary & Waterton, AB
Purpose: To allow the country's Directors of Planning the opportunity to
network, to keep informed of emerging land use planning issues and to
discuss solutions/options developed in their jurisdictions.
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SPECIAL AREAS
HOSTING EXPENSES EXCEEDING $600.00
For the quarter July 1, 2000 - September 30, 2000
Function: Minister's Tour to Special Areas
Date of Function: July 7, 2000
Amount: $925.36
Location: Hanna, AB
Purpose: To familiarize the Minister with Special Areas and to discuss
issues with officials in the region.
ALBERTA OPPORTUNITY COMPANY
LOAN AUTHORIZATIONS FOR THE MONTH OF SEPTEMBER 2000
(Alberta Opportunity Fund Act)
865280 Alberta Ltd. Rimbey. Licensed family restaurant.
Majority Owners: Caroline Marie Schuppler-Carefoot.
Loan Authorized: $20,000.
Purpose: Leasehold improvements, Working capital.
885178 Alberta Ltd. Grande Prairie. Auto mechanical services.
Majority Owners: Allan Beck, Marian Beck.
Loan Authorized: $100,000.
Purpose: Purchase existing business.
890356 Alberta Ltd. Stettler. Motel.
Majority Owners: Sanjeev Kumar, Brij Mohan, Vimal Kumar Bhatia.
Loan Authorized: $725,000.
Purpose: Purchase existing business.
Ag-Plus Mechanical Ltd. Medicine Hat. Heavy duty mechanic.
Majority Owners: Bruce Johnson, Sher-Lynn Johnson.
Loan Authorized: $31,800.
Purpose: Equipment.
B.A.C. Trailer Ltd. Edmonton. Semi-Trailer service, fabrication & welding.
Majority Owners: Bruce Garford.
Loan Authorized: $57,500.
Purpose: Equipment, Working capital.
Bridge Appliance Service Ltd. Lethbridge. Vacuum cleaner sales & service.
Majority Owners: Edward Parker.
Loan Authorized: $61,000.
Purpose: Equipment, Working capital.
Elliot, D. & Houben, L. Lethbridge. Silversmith.
Majority Owner: David Elliott.
Loan Authorized: $32,500.
Purpose: Equipment, Working capital, Inventory.
First Choice Cabinets, Lighting & Window Coverings Ltd. Lloydminster.
Retail cabinets, lights & window coverings.
Majority Owners: Jannice Clark, Bruce Clark.
Loan Authorized: $62,000.
Purpose: Purchase existing business.
Great West Commercial Kitchen Repair Ltd. Calgary. Parts & service to
commercial cooking equipment.
Majority Owners: Cook Built Limited (Gordon Cook, Cheryl Cook).
Loan Authorized: $190,000.
Purpose: Leasehold/relocation, Restructure debt, Working capital.
Linden, K. Lethbridge. Full service esthetics.
Majority Owners: Kimberly Dawn Linden.
Loan Authorized: $13,000.
Purpose: Equipment.
Luckiw, M.(tbi). Red Deer. Arby's franchise.
Majority Owners: Mona Elizabeth Luckiw.
Loan Authorized: $400,000.
Purpose: Purchase existing business.
Park Collision Ltd. Lethbridge. Autobody repair shop.
Majority Owners: Alan Schmidt, Greg Stern.
Loan Authorized: $10,000.
Purpose: Working capital.
Puma Well Service Ltd. Brooks. Oil & gas well servicing.
Majority Owners: Vernon Bigelow, Curtis Bigelow, Raymond Bigelow.
Loan Authorized: $200,000.
Purpose: Equipment.
Quality Communications
(1997) Ltd. High Prairie. Mobile communications.
Majority Owners: 609525 Alberta Ltd. (Carson Smar, Karen Smar).
Loan Authorized: $75,000.
Purpose: Refinance existing debt, Working capital, Inventory.
Ron-Jen Automotive Cosmetics Ltd. Edmonton. Wholesale/distribution of
automobile detailing products.
Majority Owners: Kenfam Holdings Ltd. (Stephen Kennedy).
Loan Authorized: $125,000.
Purpose: Purchase existing business.
Tapscott Holdings Ltd. Edmonton. Sand conveying.
Majority Owners: Arthur Tapscott, Petrina Benio.
Loan Authorized: $50,000.
Purpose: Equipment.
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ALBERTA SAFETY CODES COUNCIL
CANCELLATION OF JOINT MUNICIPAL ACCREDITATION
(Safety Codes Act)
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Town of Nanton, Accreditation No. J000108, Order No. R00000228,
October 18, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Building is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 3, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Town of Nanton, Accreditation No. J000108, Order No. R00000229,
October 18, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Electrical is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 3, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Town of Nanton, Accreditation No. J000108, Order No. R00000230,
October 18, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Fire is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 3, 2000.
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Town of Nanton, Accreditation No. J000108, Order No. R00000231,
October 18, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Gas is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 3, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Town of Nanton, Accreditation No. J000108, Order No. R00000232,
October 18, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Plumbing is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 3, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Village of Chipman, Accreditation No. J000108, Order No. R00000233,
October 18, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Building is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
November 1, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Village of Chipman, Accreditation No. J000108, Order No. R00000234,
October 18, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Electrical is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
November 1, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Village of Chipman, Accreditation No. J000108, Order No. R00000235,
October 18, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Gas is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
November 1, 2000.
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Village of Chipman, Accreditation No. J000108, Order No. R00000236,
October 18, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Plumbing is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
November 1, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Summer Village of Silver Beach, Accreditation No. J000108, Order No.
R00000237, October 23, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Building is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 31, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Summer Village of Silver Beach, Accreditation No. J000108, Order No.
R00000238, October 23, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Electrical is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 31, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Summer Village of Silver Beach, Accreditation No. J000108, Order No.
R00000239, October 23, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Gas is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 31, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- Summer Village of Silver Beach, Accreditation No. J000108, Order No.
R00000240, October 23, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Plumbing is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 31, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- City of Fort Saskatchewan, Accreditation No. J000108, Order No.
R00000241, October 27, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Building is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 31, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- City of Fort Saskatchewan, Accreditation No. J000108, Order No.
R00000242, October 27, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Electrical is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 31, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- City of Fort Saskatchewan, Accreditation No. J000108, Order No.
R00000243, October 27, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Fire is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 31, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- City of Fort Saskatchewan, Accreditation No. J000108, Order No.
R00000244, October 27, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Gas is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 31, 2000.
_______________
Pursuant to
section 23(3)(
c) of the Alberta Safety Codes Act, it is hereby
ordered that
- City of Fort Saskatchewan, Accreditation No. J000108, Order No.
R00000245, October 27, 2000
Having voluntarily withdrawn from the accreditation issued July 12, 1995 to
administer the Alberta Safety Codes Act for the discipline of Plumbing is
revoked for new work undertaken and the municipality is to cease
administration within their jurisdiction under this accreditation effective
October 31, 2000.
MUNICIPAL ACCREDITATION
(Safety Codes Act)
Pursuant to
section 23 of the Alberta Safety Codes Act, is is hereby
ordered that
- Summer Village of Silver Beach, Accreditation No. M000272, Order No.
O00001283, October 23, 2000
authorized to administer the Alberta Safety Codes Act within their
jurisdiction effective November 1, 2000 for Building, all parts of the
Alberta Building Code, excluding any or all things, processes or activities
owned by or under the care and control of Corporations accredited by the
Safety Codes Council.
_______________
Pursuant to
section 23 of the Alberta Safety Codes Act, is is hereby
ordered that
- Summer Village of Silver Beach, Accreditation No. M000272, Order No.
O00001282, October 23, 2000
authorized to administer the Alberta Safety Codes Act within their
jurisdiction effective November 1, 2000 for Electrical, excluding any or
all things, processes or activities owned by or under the care and control
of Corporations accredited by the Safety Codes Council.
_______________
Pursuant to
section 23 of the Alberta Safety Codes Act, is is hereby
ordered that
- Summer Village of Silver Beach, Accreditation No. M000272, Order No.
O00001279, October 23, 2000
authorized to administer the Alberta Safety Codes Act within their
jurisdiction effective November 1, 2000 for Plumbing, all parts of the
Canadian Plumbing Code, Alberta Amendments and Regulations, including
Private Sewage Treatment and Disposal Systems, excluding any or all things,
processes or activities owned by or under the care and control of
Corporations accredited by the Safety Codes Council.
_______________
Pursuant to
section 23 of the Alberta Safety Codes Act, is is hereby
ordered that
- Summer Village of Silver Beach, Accreditation No. M000272, Order No.
O00001280, October 23, 2000
authorized to administer the Alberta Safety Codes Act within their
jurisdiction effective November 1, 2000 for Gas, all parts of the Canadian
Gas Association, Propane and Natural Gas Codes, Alberta Amendments and
Regulations, excluding Propane and Natural Gas Highway Vehicle Conversions,
excluding any or all things, processes or activities owned by or under the
care and control of Corporations accredited by the Safety Codes Council.
Pursuant to
section 23 of the Alberta Safety Codes Act, is is hereby
ordered that
- City of Fort Saskatchewan, Accreditation No. M000286, Order No.
O00001287, October 27, 2000
authorized to administer the Alberta Safety Codes Act within their
jurisdiction effective November 1, 2000 for Building, all parts of the
Alberta Building Code, excluding any or all things, processes or activities
owned by or under the care and control of Corporations accredited by the
Safety Codes Council.
_______________
Pursuant to
section 23 of the Alberta Safety Codes Act, is is hereby
ordered that
- City of Fort Saskatchewan, Accreditation No. M000286, Order No.
O00001286, October 27, 2000
authorized to administer the Alberta Safety Codes Act within their
jurisdiction effective November 1, 2000 for Electrical, excluding any or
all things, processes or activities owned by or under the care and control
of Corporations accredited by the Safety Codes Council.
_______________
Pursuant to
section 23 of the Alberta Safety Codes Act, is is hereby
ordered that
- City of Fort Saskatchewan, Accreditation No. M000286, Order No.
O00001285, October 27, 2000
authorized to administer the Alberta Safety Codes Act within their
jurisdiction effective November 1, 2000 for Gas, all parts of the Canadian
Gas Association, Propane and Natural Gas Codes, Alberta Amendments and
Regulations, excluding Propane and Natural Gas Highway Vehicle Conversions,
excluding any or all things, processes or activities owned by or under the
care and control of Corporations accredited by the Safety Codes Council.
_______________
Pursuant to
section 23 of the Alberta Safety Codes Act, is is hereby
ordered that
- City of Fort Saskatchewan, Accreditation No. M000286, Order No.
O00001284, October 27, 2000
authorized to administer the Alberta Safety Codes Act within their
jurisdiction effective November 1, 2000 for Plumbing, all parts of the
Canadian Plumbing Code, Alberta Amendments and Regulations, including
Private Sewage Treatment and Disposal Systems, excluding any or all things,
processes or activities owned by or under the care and control of
Corporations accredited by the Safety Codes Council.
ALBERTA SECURITIES COMMISSION
NATIONAL INSTRUMENT 41-101
PROSPECTUS DISCLOSURE REQUIREMENTS
TABLE OF CONTENTS
PART 1 APPLICATION AND
INTERPRETATION
1.1 Application
1.2
Interpretation of "Prospectus"
1.3 Variations
PART 2 FRONT PAGE DISCLOSURE
2.1 Prospectus Warning and Disclaimer Clause
2.2 Preliminary Prospectus Disclosure
2.3 International Issuers
PART 3 PLAN OF DISTRIBUTION DISCLOSURE
3.1 Plan of Distribution Disclosure
PART 4 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
4.1 General
4.2 Non-Fixed Price Offerings
PART 5 EXEMPTION
5.1 Exemption
5.2 Evidence of Exemption
PART 6 EFFECTIVE DATE
6.1 Effective Date
NATIONAL INSTRUMENT 41-101
PROSPECTUS DISCLOSURE REQUIREMENTS
PART 1 APPLICATION AND
INTERPRETATION
1.1 Application - Except as otherwise provided in securities
legislation or an exemption from securities legislation, this Instrument
applies to a prospectus.
1.2
Interpretation of "Prospectus" - In this Instrument, unless
otherwise stated, a reference to a prospectus includes a preliminary
prospectus.
1.3 Variations - An issuer may modify the statements required by
this Instrument to be included in a prospectus to reflect the terms and
conditions of a distribution of the issuer's securities.
PART 2 FRONT PAGE DISCLOSURE
2.1 Prospectus Warning and Disclaimer Clause - An issuer shall
include the following statement in italics at the top of the cover page of
its prospectus:
"No securities regulatory authority has expressed an opinion
about these securities and it is an offence to claim otherwise."
2.2 Preliminary Prospectus Disclosure - An issuer shall include the
following statement in red ink and italics at the top of the cover page
immediately above the disclosure required under
section 2.1, with the
bracketed information completed:
"A copy of this preliminary prospectus has been filed with the
securities regulatory authority(ies) in [each of/certain of the
provinces/provinces and territories of Canada] but has not yet become final
for the purpose of the sale of securities. Information contained in this
preliminary prospectus may not be complete and may have to be amended. The
securities may not be sold until a receipt for the prospectus is obtained
from the securities regulatory authority(ies)."
INSTRUCTION Issuers shall complete the bracketed information by (
I) inserting the names of each jurisdiction in which the issuer intends to
offer securities under the prospectus; (ii) stating that the filing has
been made in each of the provinces of Canada or each of the provinces and
territories of Canada; or (iii) identifying the filing jurisdictions by
exception (i.e., every province of Canada or every province and territory
of Canada, except [excluded jurisdictions]).
2.3 International Issuers
(1) If the issuer, a selling securityholder, a credit supporter of
the securities distributed under the prospectus or a promoter of the issuer
is incorporated, continued, or otherwise organized under the laws of a
foreign jurisdiction or resides outside of Canada, state the following on
the cover page or under a separate heading elsewhere in the prospectus,
with the bracketed information completed:
"The [name of the issuer, selling securityholder, credit
supporter and/or promoter] is incorporated, continued or otherwise
organized under the laws of a foreign jurisdiction or resides outside of
Canada. Although [name of the issuer, selling securityholder, credit
supporter and/or promoter] has appointed [name(
s) and address(es) of
agent(
s) for service] as its agent(
s) for service of process in [name of
province or territory], it may not be possible for investors to collect
from the issuer, selling securityholder, credit supporter or promoter,
judgments obtained in courts in [name of provinces and territories]
predicated on the civil liability provisions of securities legislation."
(2) For the purposes of subsection (1), "credit supporter" has the
meaning ascribed to that term in National Instrument 44-101 Short Form
Prospectus Distributions.
PART 3 PLAN OF DISTRIBUTION DISCLOSURE
3.1 Plan of Distribution Disclosure - If an underwriter has agreed
to purchase all of the securities being distributed at a specified price
and the underwriter's obligations are subject to conditions, an issuer
shall include the following statements in its prospectus with the bracketed
information completed:
1. On the cover page of the prospectus:
"We, as principals, conditionally offer these securities,
subject to prior sale, if, as and when issued by [name of issuer] and
accepted by us in accordance with the conditions contained in the
underwriting agreement referred to under Plan of Distribution."
2. In the
section of the prospectus that describes the plan of
distribution of the securities:
"Under an agreement dated [date of agreement] between [name of
issuer or selling shareholder] and [name(
s) of underwriter(s)], as
underwriter[s], [name of issuer or selling shareholder] has agreed to sell
and the underwriter[s] [has/have] agreed to purchase on [closing date] the
securities at a price of [offering price] payable in cash to [name of
issuer or selling shareholder] 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 the
financial 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 for all the securities if any of the securities are purchased under
the agreement."
PART 4 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
4.1 General - An issuer shall include a statement in substantially
the following form, with bracketed information completed, in its
prospectus:
"Securities legislation in [certain of the provinces [and
territories] of Canada/the Province of [insert name of local jurisdiction,
if applicable]] provides purchasers with 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 a prospectus and any
amendment. [In several of the provinces/provinces and territories],
[T/t]he securities legislation further provides a purchaser with remedies
for 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 the purchaser'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."
4.2 Non-Fixed Price Offerings - In the case of a non-fixed price
offering, replace, if applicable, in the jurisdiction in which the
prospectus is filed, the second sentence in the legend in item 4.1 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 determination at a later date of the purchase price of
the securities distributed."
PART 5 EXEMPTION
5.1 Exemption
(1) The regulator or the securities regulatory authority may
grant an exemption, in whole or in part, from the provisions of this
Instrument subject to such conditions or restrictions as may be imposed in
the exemption.
(2) Despite subsection (1), in Ontario and Alberta, only the
regulator may grant such an exemption.
(3) An application made to the securities regulatory
authority or regulator for an exemption from the provisions of this
Instrument shall include a letter or memorandum describing the matters
relating to the exemption and indicating why consideration should be given
to the granting of the exemption.
5.2 Evidence of Exemption
(1) Without limiting the manner in which an exemption under
this Part may be evidenced, the granting of an exemption under this Part
may be evidenced by the issuance of a receipt for a prospectus or an
amendment to a prospectus.
(2) An exemption under this Part may be evidenced in the
manner set out in subsection (1) only if
(
a) the person or company that sought the exemption
sent the regulator the letter or memorandum referred to in subsection
5.1(3) on or before the date of the filing of the preliminary prospectus;
(
b) sent to the regulator the letter or memorandum
referred to in subsection 5.1(3) after the date of the filing of the
preliminary prospectus and received a written acknowledgement from the
regulator that the exemption may be evidenced in the manner set out in
subsection (1); and
(
c) the regulator has not sent notice to the contrary
to the person or company that sought the exemption before, or concurrently
with, the issuance of the receipt.
PART 6 EFFECTIVE DATE
6.1 Effective Date - This Instrument shall come into force on
December 31, 2000.
________________________________________________________________________
REPEAL OF ALBERTA SECURITIES COMMISSION RULES
Section 99 of the Alberta Securities Commission Rules is repealed.
Section 100 of the Alberta Securities Commission Rules is repealed.
Effective Date
The repeal of sections 99 and 100 of the Alberta Securities Commission
Rules is effective on December 31, 2000.
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
TABLE OF CONTENTS
PART 1
DEFINITIONS AND
INTERPRETATION
1.1
Definitions
1.2 Significant Acquisitions
1.3 Application of the Income Test
1.4 Probable Acquisitions
1.5 Acquisitions
1.6 Significant Dispositions
1.7 References to Information Included in a Document
1.8 References to Information to be Included in a Document
1.9 Incorporation by Reference
1.10
Interpretation of "Short Form Prospectus"
PART 2 QUALIFICATION TO FILE A PROSPECTUS IN THE FORM OF A SHORT FORM
PROSPECTUS
2.1 Short Form Prospectus
2.2 Basic Qualification Criteria
2.3 Alternative Qualification Criteria for Substantial Issuers
2.4 Alternative Qualification Criteria for Issuers of Approved
Rating Non-Convertible Securities
2.5 Alternative Qualification Criteria for Issuers of Guaranteed
Non-Convertible Debt Securities, Preferred Shares and Cash Settled
Derivatives
2.6 Alternative Qualification Criteria for Issuers of Guaranteed
Convertible Debt Securities or Preferred Shares
2.7 Alternative Qualification Criteria for Issuers of Asset-Backed
Securities
2.8 Alternative Qualification Criteria Following Reorganizations
2.9 Calculation of the Aggregate Market Value of an Issuer's
Securities
2.10 Adoption by Successor Issuer of a Participant's AIF Following a
Reorganization
PART 3 AIF
3.1 Initial AIF
3.2 Renewal AIF Filing Procedures
3.3 Supporting Documents
3.4 Alternative Form of AIF
PART 4 DISCLOSURE IN A SHORT FORM PROSPECTUS OF FINANCIAL STATEMENTS
FOR SIGNIFICANT ACQUISITIONS
4.1 Scope
4.2 Financial Statement Disclosure for Significant
Acquisitions Completed During the Issuer's Three Most Recently Completed
Financial Years
4.3 Financial Statement Disclosure for Significant Acquisitions
Completed During the Issuer's Current Financial Year
4.4 Financial Statement Disclosure for Significant Probable
Acquisitions
4.5 Pro Forma Financial Statements
4.6 Reporting Periods
4.7 Additional Financial Statements or Financial Information of the
Business Filed or Released
4.8 Exceptions to Disclosure Requirements for Significant
Acquisitions if More Recent Financial Statements Included
4.9 Exception to Disclosure Requirements for Significant
Acquisitions if Financial Year End Changed
4.10 Exception to Disclosure Requirements for Significant
Acquisitions Accounted for Using the Equity Method
4.11 Additional Disclosure for Significant Acquisitions After
Financial Year End Accounted for Using the Purchase Method
4.12 Audit Requirement for Financial Statements of a Business
4.13 Exception to Audit Requirement for Interim Financial Statements
of a Business
4.14 Exception to Audit Requirement for Recent Financial Statements
of a Business
4.15 Exception to Audit Requirement for Financial Statements of a
Business Included in a Previous Prospectus without an Audit Opinion
4.16 Compilation Report for Pro Forma Financial Statements
PART 5 FINANCIAL STATEMENT DISCLOSURE FOR MULTIPLE ACQUISITIONS THAT
ARE NOT OTHERWISE SIGNIFICANT OR RELATED
5.1 Scope
5.2 Historical Financial Statement Disclosure
5.3 Additional Financial Statements or Financial Information of the
Business Filed or Released
5.4 Exceptions to Disclosure Requirements for Multiple Acquisitions
if More Recent Financial Statements Included
5.5 Exception to Disclosure Requirements for Multiple Acquisitions
if Financial Year End Changed
5.6 Audit Requirement for Financial Statements of a Business
5.7 Exception to Audit Requirement for Interim Financial Statements
of a Business
5.8 Exception to Audit Requirement for Recent Financial Statements
of a Business
5.9 Compilation Report for Pro Forma Financial Statements
PART 6 PRO FORMA FINANCIAL STATEMENT DISCLOSURE FOR SIGNIFICANT
DISPOSITIONS
6.1 Scope
6.2 Pro Forma Financial Statements
PART 7 GAAP, GAAS, AUDITORS' REPORTS AND OTHER FINANCIAL STATEMENT
MATTERS
7.1 Generally Accepted Accounting Principles
7.2 Exception to the Requirement to Reconcile Financial Statements
Prepared in Accordance with Foreign GAAP
7.3 Audit Requirement
7.4 Generally Accepted Auditing Standards
7.5 Foreign Auditor's Report
PART 8 AUDIT COMMITTEE REVIEW OF FINANCIAL STATEMENTS INCLUDED IN A
SHORT FORM PROSPECTUS
8.1 Audit Committee Review of Financial Statements Included in a
Short Form Prospectus
PART 9 DEEMED INCORPORATION BY REFERENCE
9.1 Deemed Incorporation by Reference of Filed Documents
9.2 Deemed Incorporation by Reference of Subsequently Filed
Documents
PART 10 FILING REQUIREMENTS FOR A SHORT FORM PROSPECTUS
10.1
Interpretation of "Prospectus"
10.2 Required Documents for Filing a Preliminary Short Form
Prospectus
10.3 Required Documents for Filing a Short Form Prospectus
10.4 Consent of Experts
10.5 Filing of French Language Version
10.6 Prohibition on Filing
10.7 Material Contracts
PART 11 AMENDMENTS TO A SHORT FORM PROSPECTUS
11.1 Form of Amendment
11.2 Required Documents for Filing an Amendment
11.3 Auditor's Letter
11.4 Forwarding Amendments
11.5 Amendment to Preliminary Short Form Prospectus
11.6 Amendment to Short Form Prospectus
PART 12 NON-FIXED PRICE OFFERINGS AND REDUCTION OF OFFERING PRICE UNDER
SHORT FORM PROSPECTUS
12.1 Non-Fixed Price Offerings and Reduction of Offering Price under
Short Form Prospectus
PART 13 CIRCULARS
13.1 Use of Short Form Prospectus Disclosure in Securities Exchange
Take-Over Bid Circular and Securities Exchange Issuer Bid Circular
13.2 Use of Short Form Prospectus Disclosure in Information Circular
13.3 Information Circular Disclosure regarding Availability of
Information
PART 14 SOLICITATIONS OF EXPRESSIONS OF INTEREST
14.1 Solicitations of Expressions of Interest
PART 15 EXEMPTION
15.1 Exemption
15.2 Evidence of Exemption
15.3 Exemption under Prior Policy
PART 16 EFFECTIVE DATE
16.1 Effective Date
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
PART 1
DEFINITIONS AND
INTERPRETATION
1.1
Definitions - In this Instrument
"absolute value" means the positive value of any number;
"acquisition of related businesses" means the acquisitions of two or more
businesses if
(
a) the businesses were under common control or management before the
acquisitions were completed,
(
b) each acquisition was conditional upon the completion of each other
acquisition, or
(
c) each acquisition is contingent on a single common event;
"AIF" means an annual information form
(
a) in the form of Form 44-101F1 AIF,
(
b) in the form referred to in
section 3.4, or
(
c) in the form of Appendix A to NP47, if the annual information form was
filed before this Instrument came into force;
"alternative credit support" means support, other than a guarantee, for the
payments to be made by an issuer of securities, as stipulated in the terms
of the securities or in an agreement governing rights of, or granting
rights to, holders of the securities, that
(
a) obliges the person or company providing the support to provide the
issuer with funds sufficient to enable the issuer to make the stipulated
payments, or
(
b) entitles the holder of the securities to receive, from the person or
company providing the support, payment if the issuer fails to make a
stipulated payment;
"approved rating" means, for a security, a rating at or above one of the
following rating categories issued by an approved rating organization for
the security or a rating category that replaces a category listed below:
Approved Rating Organization
Long Term
Debt
Short Term
Debt
Preferred
Shares
CBRS Inc.
B++
A-2
P-3
Dominion Bond Rating
Service Limited
BBB
R-2
Pfd-3
Duff & Phelps
Credit Rating Co.
BBB-
D-3
BBB-
Fitch IBCA, Inc.
BBB
BBB
Moody's Investors
Service, Inc.
Baa
Prime-3
"baa"
Standard & Poor's
Corporation
BBB
A-3
BBB
Thomson BankWatch, Inc.
BBB
TBW-3
BBB
"approved rating organization" means each of CBRS Inc., Dominion Bond
Rating Service Limited, Duff & Phelps Credit Rating Co., Fitch IBCA, Inc.,
Moody's Investors Service, Inc., Standard & Poor's Corporation, Thomson
BankWatch, Inc., and any of their successors;
"asset-backed security" means a security that is primarily serviced by the
cash flows of a discrete pool of mortgages, receivables or other financial
assets, either fixed or revolving, that by their terms convert into cash
within a finite time period, and any rights or other assets designed to
assure the servicing or timely distribution of proceeds to security
holders;
"associated party" means, if used to indicate a relationship with a person
or company,
(
a) a partner, other than a limited partner, of the person or company,
(
b) a trust or estate in which the person or company has a substantial
beneficial interest or for which the person or company serves as trustee or
in a similar capacity,
(
c) an issuer in respect of which the person or company beneficially owns
or controls, directly or indirectly, securities carrying more than 10 per
cent of the voting rights attached to all outstanding securities of the
issuer,
(
d) a relative of the person who has the same home as that person,
(
e) an individual who has the same home as the person and who is either
married to the person or is living with the person in a conjugal
relationship outside marriage, or
(
f) a relative of an individual mentioned in paragraph (
e) who has the
same home as the person;
"auditor's report" means
(
a) a Canadian auditor's report, or
(
b) in the case of an issuer incorporated or organized in a foreign
jurisdiction
(
i) a Canadian auditor's report, or
(ii) a foreign auditor's report;
"business segment" has the meaning ascribed to that term in the Handbook;
"cash equivalent" means an evidence of indebtedness that has a remaining
term to maturity of 365 days or less and that is issued, or fully and
unconditionally guaranteed as to principal and interest, by
(
b) the government of the United States of America, the government of one
of the states of the United States of America, the government of another
sovereign state or a permitted supranational agency, if, in each case, the
evidence of indebtedness has an approved rating, or
(
c) a Canadian financial institution, or other entity that is regulated
as a banking institution, loan corporation, trust company, or insurance
company or credit union by the government, or an agency of the government,
of the country under whose laws the entity is incorporated or organized or
a political subdivision of that country, if, in either case, the Canadian
financial institution or other entity has outstanding short term debt
securities that have received an approved rating from any approved rating
organization;
"cash settled derivative" means a specified derivative, the terms of which
provide for settlement only by means of cash or cash equivalent, the amount
of which is determinable by reference to the underlying interest of the
specified derivative;
"connected issuer" has the meaning ascribed to that term in securities
legislation;
"convertible" means, if used to describe securities, that the rights and
attributes attached to the securities include the right or option to
purchase, convert into or exchange for or otherwise acquire equity
securities of an issuer, or any other security that itself includes the
right or option to purchase, convert into or exchange for or otherwise
acquire equity securities of an issuer;
"credit supporter" means a person or company that provides a guarantee or
alternative credit support for any of the payments to be made by an issuer
of securities as stipulated in the terms of the securities or in an
agreement governing rights of, or granting rights to, holders of the
securities;
"current AIF" means
(
a) for an issuer other than an issuer subsisting under the laws of a
foreign jurisdiction that has filed an AIF in the form of a current annual
report on Form 10-K or on Form 20-F under the 1934 Act
(
i) during the period of 140 days following the issuer's most
recently completed financial year,
(
A) if the issuer has filed an initial AIF for its most
recently completed financial year that has been accepted for filing under
this Instrument, the initial AIF,
(
B) if the issuer has filed a renewal AIF under this
Instrument for its most recently completed financial year, the renewal AIF,
(
C) if the issuer has not filed an AIF for its most recently
completed financial year and has filed an initial AIF for the financial
year preceding its most recently completed financial year that has been
accepted for filing under this Instrument, the initial AIF, or
(
D) if the issuer has not filed an AIF for its most recently
completed financial year and has filed a renewal AIF under this Instrument
for the financial year preceding its most recently completed financial
year, the renewal AIF,
(ii) at any time after 140 days following the issuer's most recently
completed financial year,
(
A) if the issuer has filed an initial AIF for its most
recently completed financial year that has been accepted for filing under
this Instrument, the initial AIF, or
(
B) if the issuer has filed a renewal AIF under this
Instrument for its most recently completed financial year, the renewal AIF,
(iii) an AIF of the issuer filed before this Instrument came into
force that would constitute a "Current AIF" for the purposes of NP47 if
that instrument was applicable, or
(
b) for an issuer subsisting under the laws of a foreign jurisdiction
that has filed an AIF in the form of a current annual report on Form 10-K
or on Form 20-F under the 1934 Act
(
i) during the period of 180 days following the issuer's most
recently completed financial year
(
A) if the issuer has filed an initial AIF for its most
recently completed financial year that has been accepted for filing under
this Instrument, the initial AIF,
(
B) if the issuer has filed a renewal AIF under this
Instrument for its most recently completed financial year, the renewal AIF,
(
C) if the issuer has not filed an AIF for its most recently
completed financial year and has filed an initial AIF for the financial
year preceding its most recently completed financial year that has been
accepted for filing under this Instrument, the initial AIF, or
(
D) if the issuer has not filed an AIF for its most recently
completed financial year and has filed a renewal AIF under this Instrument
for the financial year preceding its most recently completed financial
year, the renewal AIF,
(ii) at any time after 180 days following the issuer's most recently
completed financial year,
(
A) if the issuer has filed an initial AIF for its most
recently completed financial year that has been accepted for filing under
this Instrument, the initial AIF, or
(
B) if the issuer has filed a renewal AIF under this
Instrument for its most recently completed financial year, the renewal AIF,
(iii) an AIF of the issuer filed before this Instrument came into
force that would constitute a "Current AIF" for the purposes of NP47 if
that instrument was applicable;
"equity securities" means securities of an issuer that carry a residual
right to participate in the earnings of the issuer and, upon the
liquidation or winding up of the issuer, in its assets;
"executive officer" means an individual who is or at any time during the
most recently completed financial year was
(
a) a chair of the issuer, if that individual performed the functions of
the office on a full time basis,
(
b) a vice-chair of the issuer, if that individual performed the
functions of the office on a full time basis,
(
c) the president of the issuer,
(
d) a vice-president of the issuer in charge of a principal business
unit, division, or function such as sales, finance, or production,
(
e) an officer of the issuer or any of its subsidiaries who performed a
policy-making function in respect of the issuer, or
(
f) any other person who performed a policy-making function in respect of
the issuer;
"foreign auditor's report" means a report of an auditor that is prepared in
accordance with foreign GAAS;
"foreign GAAP" means a body of generally accepted accounting principles,
other than Canadian GAAP, that are as comprehensive as Canadian GAAP;
"foreign GAAS" means a body of generally accepted auditing standards, other
than Canadian GAAS, that are substantially equivalent to Canadian GAAS;
"44-101 regulator" means, for an issuer filing an AIF, preliminary
short form prospectus, short form prospectus or amendment to a short form
prospectus,
(
a) the regulator in the local jurisdiction, if the issuer has not
elected to use the MRRS, or
(
b) the person referred to in Appendix D of National Instrument 14-101
Definitions opposite the name of the jurisdiction that acts as principal
regulator for the review of the document under National Policy 43-201
Mutual Reliance Review System for Prospectuses and Annual Information
Forms, together with the regulator in each jurisdiction, if any, that has
opted out of, without having opted back into, the MRRS, if the issuer has
elected to use the MRRS;
"income from continuing operations" means income or loss, excluding
discontinued operations and extraordinary items, before income taxes and
after amortization and write-offs of goodwill;
"initial AIF" means an AIF, as may be revised from time to time, filed by
an issuer in the local jurisdiction, if at the time of filing the issuer
either
(
a) has not previously had a current AIF in the local jurisdiction, or
(
b) previously had a current AIF in the local jurisdiction and no longer
has one;
"interim period" means a completed three, six or nine month period in the
financial year that commenced immediately following the end of the most
recently completed financial year for which audited annual financial
statements are included in a short form prospectus;
"investee" means an entity that the Handbook recommends that an issuer
account for by the equity method or the proportionate consolidation method;
"MD&A" means the management's discussion and analysis of financial
condition and results of operations of an issuer required to be disclosed
in an AIF;
"mineral project" means any exploration, development or production activity
in respect of natural, solid, inorganic or fossilized organic material
including base and precious metals, coal and industrial minerals;
"MRRS" has the meaning ascribed to that term in National Policy 43-201;
"non-convertible" means, if used to describe a security, a security that is
not convertible;
"NP47" means National Policy Statement No. 47 Prompt Offering Qualification
System;
"participant" means an issuer that is a party to a reorganization;
"permitted supranational agency" means the International Bank for
Reconstruction and Development, the International Finance Corporation, the
Inter-American Development Bank, the Asian Development Bank, the Caribbean
Development Bank, the European Bank for Reconstruction and Development, the
African Development Bank and any person or company prescribed under
paragraph (
g) of the definition of "foreign property" in subsection 206(1)
of the ITA;
"pre-acquisition period" means the period from the first day of the current
financial year to the date of the acquisition of a business or to a day not
more than 30 days before the date of the acquisition;
"principal obligor" means, for an asset-backed security, a person or
company that is obligated to make payments, has guaranteed payments, or has
provided alternative credit support for payments, on financial assets that
represent a third or more of the aggregate amount owing on all of the
financial assets underlying the asset-backed security;
"probable acquisition of a business" means a proposed acquisition of a
business that has progressed to a state where a reasonable person would
believe that the likelihood of the acquisition being completed is high;
"probable acquisition of related businesses" means
(
a) a proposed acquisition of related businesses if each proposed
acquisition has progressed to a state where a reasonable person would
believe that the likelihood of the acquisition being completed is high, or
(
b) a completed acquisition of a business and a proposed acquisition of a
business if
(
i) the proposed acquisition has progressed to a state where a
reasonable person would believe that the likelihood of the acquisition
being completed is high, and
(ii) if
(
A) the businesses were under common control or management
prior to the date of the acquisition,
(
B) the proposed acquisition was conditional upon the
completed acquisition; or
(
C) each acquisition is contingent on a single common event;
"related credit supporter" of an issuer means a credit supporter of the
issuer that is an affiliate of the issuer;
"renewal AIF" means an AIF filed by an issuer in the local jurisdiction, as
may be revised from time to time, if at the time of filing the issuer had a
current AIF;
"reorganization" means
(
a) a statutory amalgamation,
(
b) a statutory merger, or
(
c) a statutory arrangement;
"SEDAR" has the meaning ascribed to that term in National Instrument 13-101
System for Electronic Document Analysis and Retrieval (SEDAR);
"significance tests" means the tests set out in subsection 1.2(2) and, if
applicable, subsection 1.2(3), used to determine if an acquisition of a
business, an acquisition of related businesses, a probable acquisition of a
business or a probable acquisition of related businesses is a significant
acquisition for purposes of this Instrument;
"specified derivative" means an instrument, agreement or security, the
market price, value or payment obligation of which is derived from,
referenced to, or based on an underlying interest;
"successor issuer" means an issuer existing as a result of a
reorganization, other than, in the case where the reorganization involved a
divestiture of a portion of a participant's business, an issuer that
succeeded to or otherwise acquired the portion of the business divested;
"transition year" means the financial year of an issuer or business in
which a change in the ending date of its financial year occurs;
"underlying interest" means, for a specified derivative, the security,
commodity, financial instrument, currency, interest rate, foreign exchange
rate, economic indicator, index, basket, agreement, benchmark or any other
reference, interest or variable, and, if applicable, the relationship
between any of the foregoing, from, to or on which the market price, value
or any payment obligation of the specified derivative is derived,
referenced or based; and
"U.S. GAAS" means the body of generally accepted auditing standards in the
United States of America.
1.2 Significant Acquisitions
(1) Significant Acquisitions - Unless the context otherwise requires, the
term "significant acquisition" refers to an acquisition of a business, an
acquisition of related businesses, a probable acquisition of a business or
a probable acquisition of related businesses that satisfies any of the
significance tests.
(2) Required Significance Tests at Date of Acquisition - For the purposes
of this Instrument, an acquisition of a business, an acquisition of related
businesses, a probable acquisition of a business or a probable acquisition
of related businesses is a significant acquisition, if it satisfies any of
the following three tests:
1. The Asset Test. The issuer's proportionate share of the
consolidated assets of the business or related businesses exceeds 20 per
cent of the consolidated assets of the issuer calculated using the audited
financial statements of each of the issuer and the business or the related
businesses for the most recently completed financial year of the issuer
ended before the date of the acquisition.
2. The Investment Test. The issuer's consolidated investments in
and advances to the business or the related businesses exceeds 20 per cent
of the consolidated assets of the issuer as at the last day of the most
recently completed financial year of the issuer ended before the date of
the acquisition for which audited financial statements are included in the
short form prospectus, excluding any investments in or advances to the
business or the related businesses as at that date.
3. The Income Test. The issuer's proportionate share of the
consolidated income from continuing operations of the business or related
businesses exceeds 20 per cent of the consolidated income from continuing
operations of the issuer calculated using the audited financial statements
of each of the issuer and the business or related businesses for the most
recently completed financial year of each ended before the date of the
acquisition.
(3) Optional Significance Tests Subsequent to the Date of Acquisition -
If an acquisition of a business, an acquisition of related businesses, a
probable acquisition of a business or a probable acquisition of related
businesses is significant based on the significance tests in subsection
(2), the issuer may re-calculate the significance at a more recent date as
follows:
1. The Asset Test. The issuer's proportionate share of the total
consolidated assets of the business or the related businesses, as at the
date of the issuer's most recent balance sheet included in the short form
prospectus, exceeds 20 per cent of the consolidated assets of the issuer,
as at the date of the issuer's most recent balance sheet included in the
short form prospectus, without giving effect to the acquisition.
2. The Investment Test. The issuer's consolidated investments in
and advances to the business or the related businesses as at the date of
the acquisition or the proposed date of the acquisition exceeds 20 per cent
of the consolidated assets of the issuer as at the date of the issuer's
most recent balance sheet included in the short form prospectus for a
period that ends before the date of the acquisition, excluding any
investments in or advances to the business or related business as at that
date.
3. The Income Test. The income from continuing operations
calculated pursuant to the following clause (
a) exceeds 20 per cent of the
income from continuing operations calculated pursuant to the following
clause (b):
(
a) The issuer's proportionate share of the consolidated
income from continuing operations of the business or the related businesses
for the later of
(
i) the most recently completed financial year of the
business or the related businesses that ended more than 90 days before the
date of the short form prospectus, or
(ii) the 12 months ended on the last day of the most
recently completed interim period of the business or related businesses
that ended more than 60 days before the date of the short form prospectus.
(
b) The issuer's consolidated income from continuing
operations for the later of
(
i) the most recently completed financial year, without
giving effect to the acquisition, or
(ii) the 12 months ended on the last day of the most
recently completed interim period of the issuer for which financial
statements are included in the short form prospectus, without giving effect
to the acquisition.
(4) If an issuer re-calculates the significance of an acquisition of a
business, an acquisition of related businesses, a probable acquisition of a
business or a probable acquisition of related businesses pursuant to
subsection (3) and none of the significance tests in that subsection is
met, the acquisition is not a significant acquisition for purposes of this
Instrument.
(5) Despite subsection (3), the significance of an acquisition of a
business, an acquisition of related businesses, a probable acquisition of a
business or a probable acquisition of related businesses may be
re-calculated only if, subsequent to the acquisition date, the business or
related businesses remained substantially intact, were not significantly
reorganized, and no significant assets and liabilities were transferred to
other entities.
(6) Despite subsection (2), the significance of an acquisition of a
business, an acquisition of related businesses, a probable acquisition of a
business or a probable acquisition of related businesses may be calculated
using unaudited financial statements of the business or related business
prepared in accordance with GAAP if the financial statements of the
business or related businesses for the most recently completed financial
year prior to the date of the acquisition have not been audited.
(7) In determining whether an acquisition of related businesses or a
probable acquisition of related businesses is a significant acquisition,
the related businesses shall be considered on a combined basis.
(8) If an issuer has accounted for an acquisition as a reverse take-over
in accordance with Item 12.7 of Form 44-101F3 for the purposes of
subsections (2) and (3), the legal parent, as that term is used in the
Handbook, shall be considered the business.
(9) For the purposes of the significance tests in subsections (2) and
(3), financial statements of the business or the related businesses which
are prepared in accordance with foreign GAAP or denominated in a foreign
currency shall be reconciled to Canadian GAAP or translated into Canadian
dollars, respectively.
1.3 Application of the Income Test
(1) For the purposes of paragraph 3 of each of subsections 1.2(2) and
1.2(3), if any of the issuer, the business or the related businesses has
incurred a loss, the test shall be applied using the absolute value of the
loss.
(2) For the purpose of calculating the significance of individually
insignificant unrelated multiple acquisitions, entities reporting losses
from continuing operations shall not be aggregated with entities reporting
income from continuing operations.
(3) Lower than Average Income of the Issuer-Required Significance Tests -
For the purposes of paragraph 3 of subsection 1.2(2), if the issuer's
consolidated income from continuing operations for the most recently
completed financial year referred to in subsection 1.2(2) was
1. positive, and
2. lower by 20 per cent or more than the average consolidated
income from continuing operations of the issuer for the three most recently
completed financial years,
then, the average consolidated income for the three most recently
completed financial years may, subject to subsection (6), be substituted in
determining whether the significance test set out in subsection 1.2(2) is
satisfied.
(4) Lower than Average Income of the Issuer - Optional Significance Tests
Using Most Recently Completed Financial Year - For the purposes of
paragraph 3 of subsection 1.2(3), if the issuer's consolidated income from
continuing operations for the most recently completed financial year
referred to in subclause 3(b)(
i) of subsection 1.2(3) was
1. positive, and
2. lower by 20 per cent or more than the average consolidated
income from continuing operations of the issuer for the three most recently
completed financial years,
then, the average consolidated income for the three most recently
completed financial years may, subject to subsection (6), be substituted in
determining whether the significance test set out in paragraph 3 of
subsection 1.2(3) is satisfied.
(5) Lower than Average Income of the Issuer - Optional Significance Tests
Using Most Recently Completed Twelve Months - For the purposes of paragraph
3 of subsection 1.2(3), if the issuer's consolidated income from continuing
operations for the most recently completed 12 month period referred to in
subclause 3(b)(ii) of subsection 1.2(3) was
1. positive, and
2. lower by 20 per cent or more than the average consolidated
income from continuing operations of the issuer for the three previous 12
month periods,
then, the average consolidated income for the three previous 12 month
periods may, subject to subsection (6), be substituted in determining
whether the significance test set out in paragraph 3 of subsection 1.2(3)
is satisfied.
(6) Loss - If the issuer's consolidated income from continuing operations
for either of the two earlier financial years referred to in subsection
(3) and (4), or either of the two earlier 12 month periods referred to in
subsection (5), is a loss, the issuer's income from continuing operations
for that period is considered to be zero for the purposes of calculating
the average consolidated income for the three previous periods.
1.4 Probable Acquisitions
(1) The term "probable acquisition" refers to a probable acquisition of a
business and a probable acquisition of related businesses.
(2) The term "significant probable acquisition" refers to a probable
acquisition of a business or a probable acquisition of related businesses
that is a significant acquisition under
section 1.2.
1.5 Acquisitions - The term "acquisition of a business" includes an
acquisition of an interest in a business accounted for using the equity
method or an acquisition of an interest in a joint venture accounted for
using the proportionate consolidation method.
1.6 Significant Dispositions
(1) Dispositions - Unless the context otherwise requires, the term
"disposition" refers to a completed or probable disposition of a business,
a business segment, or a significant portion of a business, either by sale,
abandonment or distribution to shareholders.
(2) Required Significance Tests using Most Recently Completed Financial
Year - For the purposes of this Instrument, a disposition of a business, a
business segment or a significant portion of a business, is a significant
disposition if it satisfies either of the following tests:
1. The Asset Test for Dispositions - The issuer's proportionate
share of the consolidated assets of the business, business segment or
significant portion of a business, exceeds 20 per cent of the consolidated
assets of the issuer as at the date of the audited financial statements of
the issuer for its most recently completed financial year ended before the
date of the disposition for which financial statements are included in the
short form prospectus, without giving effect to the disposition.
2. The Income Test for Dispositions - The issuer's proportionate
share of the consolidated income from continuing operations of the
business, business segment or significant portion of a business, for the
most recently completed financial year of the business, business segment or
significant portion of a business, before the date of the disposition
exceeds 20 per cent of the total consolidated income from continuing
operations of the issuer for the most recently completed financial year of
the issuer before the date of the disposition for which financial
statements are included in the short form prospectus, without giving effect
to the disposition.
1.7 References to Information Included in a Document - References in this
Instrument to information included in a document refer to both information
contained directly in the document and information incorporated by
reference in the document.
1.8 References to Information to be Included in a Document - Provisions
of this Instrument that require an issuer to include information in a
document require an issuer either to insert the information directly in the
document or to incorporate the information in the document by reference.
1.9 Incorporation by Reference - A document deemed by this Instrument to
be incorporated by reference in another document is conclusively deemed for
purposes of securities legislation to be incorporated by reference in the
other document.
1.10
Interpretation of "Short Form Prospectus" - In this Instrument,
unless other wise stated, a reference to a short form prospectus includes a
preliminary short form prospectus.
PART 2 QUALIFICATION TO FILE A PROSPECTUS IN THE FORM OF A SHORT FORM
PROSPECTUS
2.1 Short Form Prospectus
(1) An issuer shall not file a prospectus in the form of Form 44-101F3
Short Form Prospectus, unless the issuer is qualified under
section 2.2,
2.3, 2.4, 2.5, 2.6, 2.7 or 2.8 to file a prospectus in the form of a short
form prospectus.
(2) An issuer that is qualified under
section 2.2, 2.3, 2.4, 2.5, 2.6,
2.7 or 2.8 to file a prospectus in the form of a short form prospectus or
that has been exempted from subsection (1) under
section 15.1 may file
(
a) a preliminary prospectus, prepared and certified in the form of
Form 44-101F3 Short Form Prospectus, pertaining to a type of securities for
which the issuer is qualified under this Instrument or permitted under any
exemption to file a short form prospectus; and
(
b) a prospectus, prepared and certified in the form of Form
44-101F3 Short Form Prospectus, pertaining to a type of securities for
which the issuer is qualified under this Instrument or permitted under any
exemption to file a short form prospectus.
(3) An issuer that filed and obtained a receipt for a preliminary short
form prospectus for a distribution of securities under NP47
(
a) is considered to have satisfied the requirement in securities
legislation to file and obtain a receipt for a preliminary prospectus for
the distribution unless, in the case where securities legislation provides
for lapsing of a preliminary prospectus, the issuer's preliminary short
form prospectus has lapsed; and
(
b) may file a prospectus, prepared and certified in the form of
Form 44-101F3 Short Form Prospectus, for the distribution if in the case
where securities legislation provides for lapsing of a preliminary
prospectus, the issuer's preliminary short form prospectus has not lapsed.
(4) If an issuer, before the coming into force of this Instrument, filed
and obtained a receipt under NP47 for a short form prospectus pertaining to
a distribution of securities, the prospectus requirement does not apply to
the distribution only insofar as the prospectus requirement concerns the
form and content of a preliminary prospectus and prospectus and only for
one year from the date of the receipt issued for the short form prospectus
pertaining to the distribution.
(5) A short form prospectus shall, at the issuer's option, be prepared in
accordance with securities legislation in effect at either the date of
issuance of a receipt for the preliminary short form prospectus or the date
of issuance of a receipt for the short form prospectus.
2.2 Basic Qualification Criteria - An issuer is qualified to file a
prospectus in the form of a short form prospectus for a distribution of any
of its securities in the local jurisdiction, if all of the following
criteria are satisfied:
1. Either paragraph (
a) or (
b) is true:
(
a) the issuer is a reporting issuer in the local jurisdiction and
the issuer
(
i) has been a reporting issuer in the local jurisdiction for
the 12 calendar months preceding the date of the filing of its most recent
AIF, or
(ii) is, and has been for the 12 calendar months preceding the
date of the filing of its most recent AIF, a reporting issuer under
Canadian securities legislation in at least one jurisdiction, other than
the local jurisdiction, and has filed in the local jurisdiction all
continuous disclosure documents that it was required to file during the 12
calendar months preceding the date of the filing of its most recent AIF
under Canadian securities legislation of any jurisdiction in which it has
been a reporting issuer; or
(
b) all of the following are true:
1. The issuer is not a reporting issuer in the local
jurisdiction.
2. The securities regulatory authority is unable to deem the
issuer to be, or designate the issuer as, a reporting issuer.
3. The issuer is, and has been for the 12 calendar months
preceding the date of the filing of its most recent AIF, a reporting issuer
under Canadian securities legislation in at least one jurisdiction, other
than the local jurisdiction.
4. The issuer has filed in the local jurisdiction all
continuous disclosure documents that it was required to file during the 12
calendar months preceding the date of the filing of its most recent AIF
under Canadian securities legislation of any jurisdiction in which it has
been a reporting issuer.
5. The issuer has provided an undertaking to the securities
regulatory authority that it will file all continuous disclosure documents
that it would be required to file under securities legislation if it were a
reporting issuer from the time of the filing of its most recent AIF until
the issuer becomes a reporting issuer.
2. The issuer has a current AIF.
3. The aggregate market value of the issuer's equity securities, listed
and posted for trading on an exchange in Canada, is $75,000,000 or more on
a date within 60 days before the date of the filing of the issuer's
preliminary short form prospectus.
4. If the issuer is filing a preliminary short form prospectus more than
90 days after the end of its most recently completed financial year, the
issuer has filed audited financial statements for that year.
2.3 Alternative Qualification Criteria for Substantial Issuers - An
issuer is qualified to file a prospectus in the form of a short form
prospectus for a distribution of any of its securities in the local
jurisdiction, if all of the following criteria are satisfied:
1. The issuer is
(
a) a reporting issuer in the local jurisdiction; or
(
b) a reporting issuer under Canadian securities legislation in at
least one jurisdiction, other than the local jurisdiction, and satisfies
the criterion in subparagraph 5 of paragraph 1(
b) of
section 2.2.
2. The issuer has a current AIF.
3. The aggregate market value of the issuer's equity securities, listed
and posted for trading on an exchange in Canada, is $300,000,000 or more on
a date within 60 days before the date of the filing of the issuer's
preliminary short form prospectus.
4. If the issuer is filing a preliminary short form prospectus more than
90 days after the end of its most recently completed financial year, the
issuer has filed audited financial statements for that year.
2.4 Alternative Qualification Criteria for Issuers of Approved Rating
Non-Convertible Securities
(1) An issuer is qualified to file a prospectus in the form of a short
form prospectus for a distribution of non-convertible securities in the
local jurisdiction, if all of the following criteria are satisfied:
1. The issuer satisfies either of the 12 month reporting issuer
history criteria in paragraph 1 of
section 2.2.
2. The issuer has a current AIF.
3. The securities to be distributed
(
a) have received an approved rating on a provisional basis;
(
b) are not the subject of an announcement by an approved rating
organization of which the issuer is or ought reasonably to be aware that
the approved rating given by the organization may be down-graded to a
rating category that would not be an approved rating; and
(
c) have not received a provisional or final rating lower than an
approved rating from any approved rating organization.
4. If the issuer is filing a preliminary short form prospectus more than
90 days after the end of its most recently completed financial year, the
issuer has filed audited financial statements for that year.
(2) Paragraph 3 of subsection (1) does not apply to an issuer filing a
preliminary short form prospectus that is a base shelf prospectus under
National Instrument 44-102 Shelf Distributions.
2.5 Alternative Qualification Criteria for Issuers of Guaranteed
Non-Convertible Debt Securities, Preferred Shares and Cash Settled
Derivatives
(1) An issuer is qualified to file a prospectus in the form of a short
form prospectus for a distribution of non-convertible debt securities,
non-convertible preferred shares or non-convertible cash settled
derivatives in the local jurisdiction, if all of the following criteria are
satisfied:
1. A person or company
(
a) fully and unconditionally guarantees the payments to be made by
the issuer of securities as stipulated in the terms of the securities or in
an agreement governing the rights of holders of the securities such that
the holder of the securities is entitled to receive payment from the
guarantor within 15 days of any failure by the issuer to make a payment as
stipulated; or
(
b) provides alternative credit support for the payments to be made
by the issuer of securities as stipulated in the terms of the securities or
in an agreement governing the rights of holders of the securities, that
(
i) in the case
(
A) where the securities are rated, results in the
securities receiving the same credit rating as, or a higher credit rating
than, the credit rating they would have received if payment had been fully
and unconditionally guaranteed by the person or company providing the
support, or
(
B) where the securities are not rated, would result,
if the securities were rated, in the securities receiving the same credit
rating as, or a higher credit rating than, the credit rating they would
have received if payment had been fully and unconditionally guaranteed by
the credit supporter, and
(ii) entitles the holder of the securities to receive payment
from the credit supporter, or enables the holder to receive payment from
the issuer, within 15 days of any failure by the issuer to make a payment
as stipulated.
2. The credit supporter
(
a) satisfies
(
i) either of the 12 month reporting issuer history criteria
in paragraph 1 of
section 2.2, or
(ii) both
(
A) the reporting issuer criterion in paragraph 1 of
section 2.3, and
(
B) the criterion that the credit supporter have equity
securities, listed and posted for trading on an exchange in Canada, the
aggregate market value of which is $300,000,000 or more on a date within 60
days before the date of the filing of the issuer's preliminary short form
prospectus; and
(
b) has a current AIF.
3. Unless the aggregate market value of the credit supporter's equity
securities listed and posted for trading on an exchange in Canada is
$75,000,000 or more on a date within 60 days before the date of the filing
of the issuer's preliminary short form prospectus, then at the time the
preliminary short form prospectus was filed
(
a) the credit supporter has outstanding non-convertible securities
that
(
i) have received an approved rating,
(ii) have not been the subject of an announcement by an
approved rating organization of which the issuer is or ought reasonably to
be aware that the approved rating given by the organization may be
down-graded to a rating category that would not be an approved rating, and
(iii) have not received a rating lower than an approved rating
from any approved rating organization; and
(
b) the securities to be issued by the issuer
(
i) have received an approved rating on a provisional basis,
(ii) have not been the subject of an announcement by an
approved rating organization of which the issuer is or ought reasonably to
be aware that the approved rating given by the organization may be
down-graded to a rating category that would not be an approved rating, and
(iii) have not received a provisional or final rating lower
than an approved rating from any approved rating organization.
4. If the issuer is filing a preliminary short form prospectus more than
90 days after the end of the most recently completed financial year of the
credit supporter, the credit supporter has filed audited financial
statements for that year.
(2) For the purpose of paragraph 1 of subsection (1), payments to be made
by an issuer of securities as stipulated in the terms of the securities
include any amounts to be paid as dividends in accordance with, and on the
dividend payment dates stipulated in, the provisions of the securities,
whether or not the dividends have been declared.
(3) Subparagraph 3(
b) of subsection 2.5(1) does not apply to an issuer
filing a preliminary short form prospectus that is a base shelf prospectus
under National Instrument 44-102 Shelf Distributions.
2.6 Alternative Qualification Criteria for Issuers of Guaranteed
Convertible Debt Securities or Preferred Shares
(1) An issuer is qualified to file a prospectus in the form of a short
form prospectus for a distribution of convertible debt securities or
convertible preferred shares in the local jurisdiction, if all of the
following criteria are satisfied:
1. The debt securities or the preferred shares are convertible into
securities of a credit supporter that
(
a) fully and unconditionally guarantees the payments to be made by
the issuer of the securities as stipulated in the terms of the securities
or in an agreement governing the rights of holders of the securities such
that the holder of the securities is entitled to receive payment from the
guarantor within 15 days of any failure by the issuer to make a payment as
stipulated; or
(
b) provides alternative credit support for the payments to be made
by the issuer of the securities as stipulated in the terms of the
securities or in an agreement governing the rights of holders of the
securities, that
(
i) in the case
(
A) where the securities are rated, results in the
securities receiving the same credit rating as, or a higher credit rating
than, the credit rating they would have received if payment had been fully
and unconditionally guaranteed by the credit supporter, or
(
B) where the securities are not rated, would result,
if the securities were rated, in the securities receiving the same credit
rating as, or a higher credit rating than, the credit rating they would
have received if payment had been fully and unconditionally guaranteed by
the credit supporter, and
(ii) entitles the holder of the securities to receive payment
from the credit supporter, or enables the holder to receive payment from
the issuer, within 15 days of any failure by the issuer to make a payment
as stipulated.
2. The credit supporter
(
a) satisfies
(
i) both
(
A) either of the 12 month reporting issuer history criteria
in paragraph 1 of
section 2.2, and
(
B) the criterion that the credit supporter have equity
securities, listed and posted for trading on an exchange in Canada, the
aggregate market value of which is $75,000,000 or more on a date within 60
days before the date of the filing of the issuer's preliminary short form
prospectus, or
(ii) both
(
A) the reporting issuer criterion in paragraph 1 of
section
2.3, and
(
B) the criterion that the credit supporter have equity
securities, listed and posted for trading on an exchange in Canada, the
aggregate market value of which is $300,000,000 or more on a date within 60
days before the date of the filing of the issuer's preliminary short form
prospectus; and
(
b) has a current AIF.
3. If the issuer is filing a preliminary short form prospectus more than
90 days after the end of the most recently completed financial year of the
credit supporter, the credit supporter has filed audited financial
statements for that year.
(2) For the purpose of paragraph 1 of subsection (1), payments to be made
by an issuer of securities as stipulated in the terms of the securities
include any amounts to be paid as dividends in accordance with, and on the
dividend payment dates stipulated in, the provisions of the securities,
whether or not the dividends have been declared.
2.7 Alternative Qualification Criteria for Issuers of Asset-Backed
Securities
(1) An issuer established in connection with a distribution of
asset-backed securities is qualified to file a prospectus in the form of a
short form prospectus for a distribution of asset-backed securities in the
local jurisdiction, if all of the following criteria are satisfied:
1. The issuer has a current AIF.
2. The asset-backed securities to be distributed
(
a) have received an approved rating on a provisional basis;
(
b) have not been the subject of an announcement by an
approved rating organization of which the issuer is or ought reasonably to
be aware that the approved rating given by the organization may be
down-graded to a rating category that would not be an approved rating; and
(
c) have not received a provisional or final rating lower
than an approved rating from any approved rating organization.
3. If the issuer is filing a preliminary short form prospectus
more than 90 days after the end of its most recently completed financial
year, the issuer has filed financial statements for that year.
(2) Paragraph 2 of subsection 2.7(1) does not apply to an issuer filing a
preliminary short form prospectus that is a base shelf prospectus under
National Instrument 44-102 Shelf Distributions.
2.8 Alternative Qualification Criteria Following Reorganizations - A
successor issuer is qualified to file a prospectus in the form of a short
form prospectus for a distribution of any of its securities in the local
jurisdiction, if all of the following criteria are satisfied:
1. The successor issuer is deemed, under
section 2.10, to have, or
otherwise has, a current AIF.
2. The successor issuer is a reporting issuer under Canadian securities
legislation of any jurisdiction.
3. The aggregate market value of the successor issuer's equity
securities, listed and posted for trading on an exchange in Canada, is
$75,000,000 or more on a date within 60 days before the date of the filing
of the successor issuer's preliminary short form prospectus.
4. The aggregate market value of the equity securities of at least one
of the participants, listed and posted for trading on an exchange in
Canada, is $75,000,000 or more on a date within 60 days before the date of
the reorganization.
5. One of the participants satisfies the criterion in paragraph 4 and
the 12 month reporting issuer history criterion in paragraph 1 of
section
2.2.
6. If the successor issuer is filing a preliminary short form prospectus
more than 90 days after the end of its most recently completed financial
year, the successor issuer has filed audited financial statements for that
year.
2.9 Calculation of the Aggregate Market Value of an Issuer's Securities
(1) For the purposes of this Part,
(
a) the aggregate market value of the equity securities of an
issuer on a date is the aggregate of the market value of each class of its
equity securities on the date, calculated by multiplying
(
i) the total number of equity securities of the class
outstanding on the date, by
(ii) the closing price on the date of the equity securities of
the class on the exchange in Canada on which that class of equity
securities is principally traded; and
(
b) instalment receipts may, at the option of the issuer, be deemed
to be equity securities if
(
i) the instalment receipts are listed and posted for trading
on an exchange in Canada, and
(ii) the outstanding equity securities, the beneficial
ownership of which is evidenced by the instalment receipts, are not listed
and posted for trading on an exchange in Canada.
(2) For the purposes of subsection (1), in calculating the total number
of equity securities of a class outstanding, an issuer shall exclude those
equity securities of the class that are beneficially owned, or over which
control or direction is exercised, by persons or companies that, alone or
together with their respective affiliates and associated parties,
beneficially own or exercise control or direction over more than 10 per
cent of the outstanding equity securities of the issuer.
(3) Despite subsection (2), if a portfolio manager of a pension fund,
mutual fund or non-redeemable investment fund, alone or together with its
affiliates and associated parties, exercises control or direction in the
aggregate over more than 10 per cent of the outstanding equity securities
of an issuer, and the fund beneficially owns or exercises control or
direction over 10 per cent or less of the issued and outstanding equity
securities of the issuer, the securities that the fund beneficially owns or
exercises control or direction over are not excluded unless the portfolio
manager is an affiliate of the issuer.
2.10 Adoption by Successor Issuer of a Participant's AIF Following a
Reorganization - A successor issuer that notifies the regulator that it has
adopted as its own AIF the AIF of a participant in the reorganization, as a
result of which the successor issuer exists, is deemed to have a current
AIF for the purposes of securities legislation, if the AIF was a current
AIF of the participant at the time of the reorganization, until the earlier
(
a) the date the successor issuer files an AIF; and
(
b) either
(
i) the date the AIF ceases to be a current AIF of the
participant, if the participant continues to exist after the
reorganization, or
(ii) the date that is 140 days following the end of the
financial year to which the AIF relates, if the participant did not
continue to exist after the reorganization.
PART 3 AIF
3.1 Initial AIF
(1) An issuer filing an initial AIF shall file the AIF in Form 44-101F1
or the form referred to in
section 3.4.
(2) If an issuer revises its initial AIF, the issuer shall promptly
(
a) file in all jurisdictions in which the initial AIF was filed
the revised initial AIF and a copy of the revised initial AIF, blacklined
to show changes from the initial AIF; and
(
b) send a copy of the revised initial AIF to each person and
company that was sent an initial AIF.
(3) An issuer shall file a French language version of its initial AIF
before sending the French language version of the AIF to an investor or
prospective investor.
(4) An issuer that has prepared a French language version of its initial
AIF shall file the French language version of the initial AIF and any
supporting documents in New Brunswick concurrently with or as soon as
that Province.
3.2 Renewal AIF Filing Procedures
(1) An issuer filing a renewal AIF shall file the AIF in Form 44-101F1 or
the form referred to in
section 3.4.
(2) An issuer filing a renewal AIF for a financial year in which the
issuer made a significant acquisition of a business or a significant
acquisition of related businesses, or was a party to a reorganization that
was material to the issuer, shall state in a covering letter accompanying
the renewal AIF that the acquisition or reorganization occurred.
(3) An issuer that intends to file a preliminary short form prospectus
within 10 days of filing its renewal AIF should notify the 44-101 regulator
of this intention at the time of filing its renewal AIF or, if the decision
is not yet made at that time, then immediately upon making the decision.
(4) The 44-101 regulator may decide to review a renewal AIF at any time,
in which case the 44-101 regulator shall
(
a) notify the issuer that the 44-101 regulator will be reviewing
the renewal AIF;
(
b) review the renewal AIF; and
(
c) send the issuer upon completion of the review a notice that the
review of the renewal AIF has been completed.
(5) Upon receipt of a notice from the 44-101 regulator that its renewal
AIF is being reviewed, an issuer shall promptly file the renewal AIF again,
with the statement required under Item 1.2 of Form 44-101F1 added, in all
jurisdictions in which the renewal AIF was filed.
(6) An issuer shall promptly notify the 44-101 regulator if the issuer
intends to file a short form prospectus after the 44-101 regulator has
notified the issuer that its renewal AIF will be reviewed and before the
44-101 regulator has notified the issuer that the review has been
completed.
(7) If an issuer revises its renewal AIF, the issuer shall promptly
(
a) file in all jurisdictions in which the renewal AIF was filed
the revised renewal AIF and a copy of the revised renewal AIF, blacklined
to show changes from the renewal AIF; and
(
b) send a copy of the revised renewal AIF to each person and
company that was sent a renewal AIF.
(8) An issuer shall file a French language version of its renewal AIF
before sending the French language version of the AIF to an investor or
prospective investor.
(9) An issuer that has prepared a French language version of its renewal
AIF shall file the French language version of the renewal AIF and any
supporting documents in New Brunswick concurrently with or as soon as
that Province.
3.3 Supporting Documents
(1) In addition to any other requirement of securities legislation, an
issuer that files an initial AIF and a renewal AIF shall
(
a) file the following:
1. Material Incorporated by Reference - Copies of all
material incorporated by reference in the initial AIF or renewal AIF and
not previously filed.
2. Mining Reports - The technical reports required to be
filed with an AIF under National Instrument 43-101 Standards of Disclosure
for Mineral Projects and not previously filed, if the issuer has a mineral
project; and
(
b) deliver to the regulator the following:
1. Personal Information - For each director and executive
officer of the issuer for whom the issuer has not previously delivered to
the regulator the following information, a statement containing that
individual's
(
a) full name;
(
b) position with or relationship to the issuer;
(
c) employer's name and address, if other than the
issuer;
(
d) full residential address;
(
e) date and place of birth; and
(
f) citizenship.
2. Authorization of Collection of Information - An
authorization in the form set out in Appendix A to the collection of
personal information.
(2) An issuer that files an AIF in the form of an annual report on Form
10-K, or on Form 20-F, under the 1934 Act shall file an undertaking with
the regulator to the effect that the issuer will provide to any person or
company, upon request to the secretary of the issuer, the documents listed
in Item 9.1(1) of Form 44-101F1.
3.4 Alternative Form of AIF
(1) An issuer that has securities registered under
section 12 of the 1934
Act or has a reporting obligation under subsection 15(
d) of the 1934 Act
may file an AIF in the form of a current annual report on Form 10-K, or on
Form 20-F, under the 1934 Act.
(2) An issuer subsisting under the laws of a foreign jurisdiction that
files an AIF in the form of a current annual report on Form 20-F under
subsection (1) shall file the AIF within 180 days after the end of its most
recently completed financial year.
PART 4 DISCLOSURE IN A SHORT FORM PROSPECTUS OF FINANCIAL STATEMENTS
FOR SIGNIFICANT ACQUISITIONS
4.1 Scope - This Part applies only to
(
a) acquisitions completed during an issuer's three most recently
completed financial years;
(
b) acquisitions completed during an issuer's current financial year; and
(
c) probable acquisitions.
4.2 Financial Statement Disclosure for Significant Acquisitions Completed
During the Issuer's Three Most Recently Completed Financial Years
(1) If an issuer made a significant acquisition during its three most
recently completed financial years, the issuer shall include in its short
form prospectus the following financial statements of each business
acquired:
Annual Financial Statements
1. Statements of income, retained earnings and cash flows for at
least the periods specified in
section 4.6.
Interim Financial Statements
2. Statements of income, retained earnings and cash flows for
(
a) either
(
i) the most recently completed interim period of the
acquired business that ended before the date of the acquisition and more
than 60 days before the date of the short form prospectus; or
(ii) the pre-acquisition period; and
(
b) the comparable period in the preceding financial year of
the acquired business.
Pro Forma Income Statement
3. A pro forma income statement prepared in accordance with
subsection 4.5(1)2(a).
4. Pro forma earnings per share based on the pro forma income
statement referred to in paragraph 3.
(2) If an issuer is required under subsection (1) to include financial
statements in a short form prospectus for more than one business because
the significant acquisition involves an acquisition of related businesses,
the financial statements required under subsection (1) shall be presented
separately for each business, except that the issuer may present the
financial statements of the businesses on a combined basis for the periods
during which the businesses were under common control or management.
4.3 Financial Statement Disclosure for Significant Acquisitions Completed
During the Issuer's Current Financial Year
(1) If an issuer has made a significant acquisition during its current
financial year, the issuer shall include in its short form prospectus the
following financial statements of each business acquired:
Annual Financial Statements
1. Statements of income, retained earnings and cash flows for at
least the periods specified in
section 4.6.
2. A balance sheet as at the date on which each of the periods
specified in
section 4.6 ended, except that, if
section 4.6 specifies that
separate financial statements of the business are to be included for three
financial years, a balance sheet as at the last day of the earliest of the
three financial years is not required.
Interim Financial Statements
3. Statements of income, retained earnings and cash flows for
(
a) either
(
i) the most recently completed interim period of the
acquired business that ended before the date of the acquisition and more
than 60 days before the date of the short form prospectus; or
(ii) the pre-acquisition period; and
(
b) the comparable period in the preceding financial year of
the acquired business.
4. A balance sheet as at the date on which the interim period
referred to in paragraph 3(a)(
i) or 3(a)(ii) ended.
Pro Forma Financial Statements
5. Pro forma financial statements prepared in accordance with
subsection 4.5.
6. Pro forma earnings per share based on the pro forma financial
statements referred to in paragraph 5.
(2) If an issuer is required under subsection (1) to include financial
statements in a short form prospectus for more than one business because
the significant acquisition involves an acquisition of related businesses
or a probable acquisition of related businesses, the financial statements
required under subsection (1) shall be presented separately for each
business except the issuer may present the financial statements of the
businesses on a combined basis for the periods during which the businesses
have been under common control or management.
4.4 Financial Statement Disclosure for Significant Probable Acquisitions
(1) If an issuer is proposing to make a significant probable acquisition,
the issuer shall include in its short form prospectus the following
financial statements of each business to be acquired:
Annual Financial Statements
1. Statements of income, retained earnings and cash flows for at
least the periods specified in
section 4.6.
2. A balance sheet as at the date on which each of the periods
specified in
section 4.6 ended, except that, if
section 4.6 specifies that
separate financial statements of the business are to be included for three
financial years, a balance sheet as at the last day of the earliest of the
three financial years is not required.
Interim Financial Statements
3. Statements of income, retained earnings and cash flows for
(
a) the most recently completed interim period of the
business to be acquired that ended more than 60 days before the date of the
short form prospectus; and
(
b) the comparable period in the preceding financial year.
4. A balance sheet as at the date on which the interim period
referred to in paragraph 3(
a) ended.
Pro Forma Financial Statements
5. Pro forma financial statements prepared in accordance with
subsection 4.5.
6. Pro forma earnings per share based on the pro forma financial
statements referred to in paragraph 5.
(2) If an issuer is required under subsection (1) to include financial
statements in a short form prospectus for more than one business because
the significant acquisition involves an acquisition of related businesses
or a probable acquisition of related businesses, the financial statements
required under subsection (1) shall be presented separately for each
business, except the issuer may present the financial statements of the
businesses on a combined basis for periods during which the businesses have
been under common control or management.
4.5 Pro Forma Financial Statements
(1) If an issuer is required to include pro forma financial statements in
the short form prospectus under sections 4.2, 4.3, 4.4 or 5.2, the issuer
shall prepare pro forma financial statements as follows:
1. Pro forma balance sheet - A pro forma balance sheet of the
issuer shall be prepared as at the date of the issuer's most recent balance
sheet included in the short form prospectus to give effect to, as if they
had taken place as at the date of the pro forma balance sheet,
(
a) significant acquisitions that have been completed, but
are not reflected in the issuer's most recent balance sheet included in the
short form prospectus; and
(
b) significant probable acquisitions.
2. Pro forma income statement - A pro forma income statement of
the issuer shall be prepared to give effect to
(
a) significant acquisitions completed during the most
recently completed financial year of the issuer as if they had taken place
at the beginning of the most recently completed financial year of the
issuer for which audited financial statements are included in the short
form prospectus; and
(
b) the acquisitions referred to in clauses (
i) and (ii)
(
i) significant acquisitions completed during the
issuer's current financial year; and
(ii) significant probable acquisitions,
for each of the financial periods referred to in the
following paragraphs:
A. the most recently completed financial year of
the issuer for which audited financial statements are included in the short
form prospectus; and
B. the most recently completed interim period of
the issuer for which financial statements are included in the short form
prospectus,
as if they had taken place at the beginning of the most
recently completed financial year of the issuer for which audited financial
statements are included in the short form prospectus.
(2) If an issuer includes in a short form prospectus a pro forma
financial statement prepared in accordance with subsection (1) which gives
effect to more than one significant acquisition or significant probable
acquisition, the pro forma financial statement shall separately identify
each significant completed or probable acquisition.
(3) If an issuer is required to include pro forma financial statements in
a short form prospectus, the issuer shall include in the pro forma
financial statements a description of the underlying assumptions on which
the pro forma financial statements are prepared, cross-referenced to each
related pro forma adjustment.
(4) If an issuer is required under paragraph 2 of subsection (1) to
include a pro forma income statement in a short form prospectus for the
most recently completed financial year of the issuer and both of the
following conditions are satisfied:
(
a) the pro forma income statement is not prepared using the income
statement of the business for the pre-acquisition period, and
(
b) the financial year end of a business differs from the issuer's
year end by more than 93 days, then, despite paragraph 2 of subsection (1),
for purposes of preparing the pro forma income statement, the income
statement of the business shall be for a period of twelve consecutive
months ending no more than 93 days from the issuer's year end.
(5) Subject to subsection (4), if an issuer is required to prepare the
pro forma income statements referred to in clauses (1)2(b)A and (1)2(b)B,
and the pro forma income statement referred to in clause A includes results
of the business which are also included in the pro forma income statement
referred to in clause B, there shall be disclosed in a note to the pro
forma financial statements the revenue, expenses, gross profit and income
from continuing operations included in the pro forma income statements for
the overlapping period.
4.6 Reporting Periods
(1) Exception to Requirement to Include Financial Statements - No
financial statements are required under
section 4.2 to be included in a
short form prospectus if
(
a) the results of the business for a complete financial year have
been reflected in the audited consolidated financial statements of the
issuer included in the short form prospectus; and
(
b) none of the significance tests would be satisfied if the 20 per
cent threshold in the significance tests was changed to 100 per cent.
(2) Acquisitions at the 100% Significance Level - If the results of the
business for a complete financial year have been reflected in the audited
consolidated financial statements of the issuer included in the short form
prospectus and any of the significance tests would be satisfied if the 20
per cent threshold in the significance tests was changed to 100 per cent,
separate financial statements of the business are required for as many
periods before the acquisition as may be necessary so that when these
periods are added to the periods for which the issuer's financial
statements in the short form prospectus include the results of the
business, financial statements reflecting the results of the business,
either separately or on a consolidated basis, are included for a total of
three years or each of the completed financial years of the business, if
the business has not been in existence for three completed financial years.
(3) Subject to subsections (1) and (2), the periods for which the
financial statements are required under paragraphs 1 and 2 of subsections
4.2(1), 4.3(1) and 4.4(1) to be included in a short form prospectus shall
be determined by reference to the significance tests as follows:
1. Acquisitions Significant between 20% and 40% - If none of the
significance tests is satisfied if the 20 per cent threshold is changed to
40 per cent, financial statements shall be included for
(
a) the most recently completed financial year of the
business ended more than 90 days before the date of the short form
prospectus; or
(
b) if the business has not completed one financial year,
the financial period from the date of formation to a date not more than 90
days before the date of the short form prospectus.
2. Acquisitions Significant between 40% and 50% - If any of the
three significance tests are satisfied if the 20 per cent threshold is
changed to 40 per cent, but none of the three significance tests is
satisfied if the 20 per cent threshold is changed to 50 per cent, financial
statements shall be included for
(
a) each of the three most recently completed financial years
of the business ended more than 90 days before the date of the short form
prospectus;
(
b) if the business has not completed two financial years,
each completed financial year ended more than 90 days before the date of
the short form prospectus; or
(
c) if the business has not completed one financial year, the
financial period from the date of formation to a date not more than 90 days
before the date of the short form prospectus.
3. Acquisitions Significant at 50% or greater - If any of the
three significance tests are satisfied if the 20 per cent threshold is
changed to 50 per cent, financial statements shall be included for
(
a) each of the three most recently completed financial years
of the business ended more than 90 days before the date of the short form
prospectus;
(
b) if the business has not completed three financial years,
each completed financial year ended more than 90 days before the date of
the short form prospectus; or
(
c) if the business has not completed one financial year,
the financial period from the date of formation to a date not more than 90
days before the date of the short form prospectus.
4.7 Additional Financial Statements or Financial Information of the
Business Filed or Released
(1) An issuer shall include in its short form prospectus annual and
interim financial statements of a business for a financial period that
ended before the date of the acquisition and is more recent than the
periods for which financial statements are required under subsections
4.2(1), 4.3(1) and 4.4(1) if, before the short form prospectus is filed,
the financial statements for the more recent period have been filed.
(2) If, before the short form prospectus is filed, financial information
of a business for a period more recent than for the period for which
financial statements are required under subsections 4.2(1), 4.3(1) and
4.4(1), is publicly disseminated by news release or otherwise by or on
behalf of the issuer, the issuer shall include in the short form prospectus
the content of the news release or public communication.
4.8 Exceptions to Disclosure Requirements for Significant Acquisitions if
More Recent Financial Statements Included
(1) Despite subsection 4.6(3), an issuer may omit separate financial
statements of a business for the earliest financial year otherwise required
under subsection 4.6(3), if audited financial statements of the business
are included in the short form prospectus for a financial year ended 90
days or less before the date of the short form prospectus.
(2) Despite subsection 4.6(3), an issuer may omit separate financial
statements of a business for the earliest financial year otherwise required
under subsection 4.6(3) if
(
a) separate financial statements of a business are required under
subsection 4.6(3) for more than one financial year;
(
b) audited financial statements are included in the short form
prospectus for a period of at least nine months in the financial year after
the most recent year for which separate financial statements are required
under subsection 4.6(3);
(
c) the issuer has not relied upon the exception in
section 4.9;
and
(
d) the business is not seasonal.
(3) Despite subsections 4.2(1), 4.3(1) and 4.4(1), an issuer may omit
from a short form prospectus the financial statements of a business for the
interim period otherwise required under subsections 4.2(1), 4.3(1) and
4.4(1) if annual financial statements of the business are included in the
short form prospectus for a financial year ended 90 days or less before the
date of the short form prospectus.
4.9 Exception to Disclosure Requirements for Significant Acquisitions if
Financial Year End Changed - Despite
section 4.6, if a business changed its
financial year end once during any of its financial years for which
financial statements are required to be included in the short form
prospectus, the issuer may include financial statements for the transition
year in satisfaction of the financial statements for one of the years under
section 4.6 provided that the transition year is at least nine months.
4.10 Exception to Disclosure Requirements for Significant Acquisitions
Accounted for Using the Equity Method - Despite subsections 4.2(1), 4.3(1)
and 4.4(1), an issuer may omit from its short form prospectus the financial
statements of a business and the pro forma financial statements of an
issuer otherwise required under subsections 4.2(1), 4.3(1) and 4.4(1) if
(
a) the acquisition is, or will be, an investment accounted for
using the equity method, as that term is defined in the Handbook;
(
b) the short form prospectus includes disclosure for the periods
for which financial statements are otherwise required under subsections
4.2(1), 4.3(1) and 4.4(1) that
(
i) summarizes the assets, liabilities and results of
operations of the business, and
(ii) describes the issuer's proportionate interest in the
business and any contingent issuance of securities by the business that
might significantly affect the issuer's share of earnings;
(
c) the financial information provided under paragraph (
b) for any
completed financial year
(
i) has been derived from audited financial statements of the
business, or
(ii) has been audited;
(
d) the short form prospectus
(
i) identifies the financial statements referred to in
paragraph (c)(
i) from which the disclosure provided under paragraph (
b) has
been derived; or
(ii) discloses that the financial information provided under
paragraph (b), if not derived from audited financial statements, has been
audited; and
(iii) discloses that the audit opinion with respect to the
financial statements referred to in (i), or the financial information
referred to in (ii), was issued without a reservation of opinion.
4.11 Additional Disclosure for Significant Acquisitions After Financial
Year End Accounted for Using the Purchase Method
(1) An issuer shall include in a subsequent event note to its financial
statements included in a short form prospectus or elsewhere in a short form
prospectus the information referred to in subsection (2), if
(
a) the issuer has made a significant acquisition since its most
recent financial year end; and
(
b) the purchase method is used to account for the acquisition.
(2) The information required under subsection (1) is
(
a) if
(
i) determined by the date of the subsequent event note,
details of the purchase equation, namely the allocation of the purchase
price to the underlying assets being acquired, the underlying liabilities
being assumed and any resulting goodwill, or
(ii) not determined by the date of the subsequent event note,
the issuer's reasonable estimate of the allocation; and
(
b) the terms and status of the acquisition.
4.12 Audit Requirement for Financial Statements of a Business - Financial
statements of a business included in a short form prospectus under this
Part, other than pro forma financial statements, shall be accompanied by an
auditor's report without a reservation of opinion.
4.13 Exception to Audit Requirement for Interim Financial Statements of a
Business - Despite
section 4.12, an issuer may omit from its short form
prospectus an auditor's report for the interim financial statements of a
business included in a short form prospectus under this Part.
4.14 Exception to Audit Requirement for Recent Financial Statements of a
Business - Despite
section 4.12, an issuer may omit from its short form
prospectus an auditor's report for the annual financial statements of a
business required under subsection 4.8(3), if the auditor has not issued an
auditor's report on the financial statements.
4.15 Exception to Audit Requirement for Financial Statements of a Business
Included in a Previous Prospectus without an Audit Opinion-Despite
section
4.12, an issuer may omit from its short form prospectus an auditor's report
for the annual financial statements of a business included in the short
form prospectus, other than for the most recently completed financial year
of the business for which financial statements are included in the short
form prospectus, if
(
a) those financial statements were previously included in a short
form prospectus of the issuer without an auditor's report as permitted by
this Instrument or pursuant to an exemption granted under this Instrument;
and
(
b) an auditor has not issued an auditor's report on the financial
statements.
4.16 Compilation Report for Pro Forma Financial Statements -The pro forma
financial statements included in a short form prospectus under this Part
shall be accompanied by a compilation report signed by the auditor and
prepared in accordance with the Handbook.