NPS 1 - Clearance of National Issues [Rescinded]
| Published Date: | 1993-02-19 |
|---|---|
| Effective Date: | 1993-03-01 |
| Rescinded Date: | 2000-01-01 |
To facilitate the acceptance of a prospectus, a short form prospectus, or an initial annual information form (the "AIF") in more than one Canadian jurisdiction and to provide for uniformity of administration, the securities regulatory authorities have agreed upon the procedure which may be followed by an underwriter or an issuer or a selling security holder (sometimes referred to herein as the "issuer") wishing to clear such documents in more than one jurisdiction.
1. Prospectus or Annual Information Form
The procedure for a prospectus or an AIF is as follows:
(a) The preliminary prospectus, pro forma prospectus or AIF, together with any supporting materials, shall be filed, as nearly as may be practicable, contempor-aneously with the administrator in each of the jurisdictions in which it is proposed to qualify to distribute the issue or to become eligible to participate in the Prompt Offering Qualification System (the "POP System"), as the case may be. The preliminary or pro forma prospectuses or the AIFs filed in each jurisdiction shall be identical in form and content, including signatories and dating, except that French language documents filed in Quebec need not be filed in the other jurisdictions. (The pro-cessing of documents filed in Quebec in the French language, apart from substantive comments applying to both English and French language versions, will ordinarily be dealt with between Quebec and the issuer or its agent in Quebec directly.)
(b) The principal jurisdiction will normally be selected by the issuer. The selected jurisdiction may or may not agree to act in such capacity. The issuer shall advise each of the jurisdictions in which the pre-liminary prospectus, pro forma prospectus or AIF is filed of the name of the principal jurisdiction and each of the other jurisdictions in which it is proposed to qualify to distribute the issue or to become eligible to participate in the POP system.
(c) The principal jurisdiction will review the material and will use its best efforts to issue the first comments by letter, telex or telecopy (the "Comment Letter") within ten working days from the date of the receipt for the preliminary prospectus or the date the pro forma prospectus or AIF was received. The first Comment Letter will be transmitted by the principal jurisdiction immediately to each of the other filing jurisdictions and to the issuer or the issuer's solicitor. If applicable, the principal jurisdiction will, unless otherwise requested, advise the issuer or issuer's solicitor by telephone that the Comment Letter is available to be picked up.
(d) The other jurisdictions will use their best efforts to advise the principal jurisdiction of any additional comments within five working days of receipt of the first Comment Letter. If any such jurisdiction has no comments it will advise the principal jurisdiction that it has no comments or, if it is not yet in a position to make its comments at the end of the five day period, it will advise the principal jurisdiction as to the date upon which its comments will be available. If the principal jurisdiction has not received a response from one of the other filings jurisdictions within the above-mentioned five-day period, the principal jurisdiction will generally contact such filing jurisdiction and enquire as to the status of the latter's response.
(e) On the basis of the additional comments, the principal jurisdiction will then prepare and forward a second Comment Letter. Subject to the principal juris-diction's discretion, the second Comment Letter will usually be sent after all of the other jurisdictions have advised the principal jurisdiction of their comments or that they have no comments. The second Comment Letter will identify the jurisdictions issuing the comments and will be delivered in the same manner as the first Comment Letter. The principal juris-diction may, in its discretion, forward comments from other jurisdictions to the issuer or the issuer's solicitor prior to the receipt by it of comments or advice that jurisdictions have no comments from all of the other jurisdictions.
(f) The issuer or the issuer's solicitor will provide the principal jurisdiction with written responses to the first Comment Letter. The issuer or the issuer's solicitor will provide each non-principal jurisdiction issuing comments with written responses to the comments of the non-principal jurisdiction contained in the second and subsequent Comment Letters, with a copy to the principal jurisdiction. Each other jurisdiction will advise the principal jurisdiction whether it is satisfied with the response to its comments and is clear for the issuance of a receipt following review of a blacklined prospectus (in Quebec, the French language version) as contemplated in paragraph (h) and upon the filing of final material. If a jurisdiction advises that it is not satisfied and the principal jurisdiction concludes that the comment or comments could be most effectively dealt with by such jurisdiction, the principal juris-diction shall so advise such jurisdiction and direct the issuer to deal directly with that jurisdiction to resolve the comment or comments. The issuer will advise the principal jurisdiction as to any changes agreed upon and the jurisdiction having issued the comment or comments will advise the principal juris-diction when it is satisfied with the response and is clear for the issuance of a receipt upon filing of final material.
(g) Issuers and their representatives are cautioned against dealing directly with jurisdictions other than the principal jurisdiction in an attempt to resolve comments without clearance from the principal juris-diction, which must be kept aware at all times of such dealings and their resolution.
(h) Except in the case of short form prospectuses, it is strongly recommended that a draft prospectus or draft AIF (the French language version, in Quebec) , black-lined to show changes (other than pricing infor-mation), be sent to the principal jurisdiction and to any other jurisdiction having substantive comments, as far as possible in advance of filing final material. (This blacklined version is in addition to the blacklined version of the final prospectus to be filed with final material).
(i) When the principal jurisdiction is satisfied that all comments have been resolved and has received a signed prospectus or AIF, together with any accompanying material in acceptable form, the principal juris-diction will issue a final receipt or a notice of acceptance for filing for the final prospectus or AIF respectively, as the case may be, and will advise the other jurisdictions immediately by telex or telecopier letter that a final receipt or notice has been issued.
(j) The signed final material shall be filed, as nearly as may be practicable, contemporaneously in each of the other jurisdictions. The other jurisdictions will issue final receipts or notices after receipt by them of acceptable final material and after receipt of the advise as to the issuance of the final receipt or notice by the principal jurisdiction.
(k) In the event that any Comment Letter or response is too lengthy for convenient transmittal to another jurisdiction by electronic means, the principal jurisdiction will, in the case of a Comment Letter, forward it by courier and, in the case of a response, request that the issuer forward such response to the other jurisdiction(s). Enclosures requested by a particular jurisdiction should always be sent directly by the issuer to such jurisdiction.
(l) A jurisdiction will not act as principal jurisdiction if it does not wish to participate actively in the process contemplated by this Policy and the principal jurisdiction will assume that any such jurisdiction will not have comments unless such comments are received by the principal jurisdiction within the five day time limit set forth in paragraph (d) above. As of the date of publication of this Policy, the securities regulatory authorities of New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland, Yukon and the Northwest Territories have indicated that they wish to be included in the process contemplated by this Policy but will not participate actively in the process and accordingly will not normally respond to the principal jurisdiction.
(m) The procedure adopted by this Policy is for the convenience of the investment community. It involves no surrender of jurisdiction by any regulatory authority. Each of the administrators will retain in its entirety the statutory discretion vested in such administrator to review, accept or reject a particular prospectus or AIF.
(n) The table attached and forming part of this Policy indicates the documents that are required to be filed in the various jurisdictions in connection with any annual information form or any prospectus or amendment. The table will be amended from time to time by the Canadian Securities Administrators.
2. Short Form Prospectus
The above-described procedures for clearing a prospectus or AIF in more than one jurisdiction apply mutatis mutandis to the clearance of a short form prospectus in more than one jurisdiction subject to the following timing and related procedural modifications:
(a) The principal jurisdiction will provide by telex or telecopy any comments on the contents of the pre-liminary short form prospectus (but excluding any comments on the material incorporated in the pre-liminary short form prospectus by reference) to the other jurisdictions involved, as well as to the issuer within three working days following the filing of the preliminary short form prospectus with the principal jurisdiction.
(b) Within two working days from the day of receipt of the comments, if any, from the principal jurisdiction, the other jurisdictions will furnish the principal juris-diction by telex or telecopy with any additional comments they may have on the contents of the preliminary short form prospectus. If the principal jurisdiction receives no comments from any other jurisdiction within such additional two working day period, it will be assumed that such jurisdiction will accept the filing of the short form prospectus in final form.
(c) Notwithstanding the foregoing, where, in the opinion of the principal jurisdiction, the proposed offering is too complex to be reviewed adequately within the time periods prescribed herein for a short form prospectus, the time periods applicable to pros-pectuses and AIFs under this Policy shall apply and the principal jurisdiction shall, within one working day of the filing of such preliminary short form prospectus, so notify the issuer and the other jurisdictions.
(d) Issuers should refer to National Policy No. 47 for the procedure applicable to a renewal annual information form.
3. The National Policy No. 1 Receipt System (the "Receipt System")
Issuers filing a short form prospectus under the Prompt Offering Qualification System may elect to receive a single National Policy No. I Receipt that permits securities to be distributed in all jurisdictions in which a preliminary prospectus has been filed and which have not opted out of the System during the review process. The National Policy No. 1 Receipt will bear on its face the following legend:
This National Policy No. 1 Receipt confirms that receipts of (each of the provinces or territories of Canada [except -]) have been issued".
The National Policy No. 1 Receipt provides evidence of the approval of the issuer's prospectus by all participating jurisdictions and of the notional issues of a receipt therein. The National Policy No. 1 Receipt will be made available to the issuer by the principal jurisdiction. It is not necessary for the issuer to obtain a separate receipt document from a non-principal jurisdiction in order to commence distribution of its securities. However, each non--principal jurisdiction will subsequently provide the issuer with a receipt dated as of the same date as the National Policy No. 1 Receipt if the fee and final material filed are acceptable.
When the issuer files a preliminary short form prospectus and elects this Receipt System, it must file with each non--principal jurisdiction its undertaking to the non-principal jurisdiction to file final material together with, where appropriate,1
1 Although all jurisdictions require a basic fee be filed with the preliminary prospectus, Ontario and B.C. require than an additional fee be filed with final material.
the required fee, within 3 working days following the day of issue of the Receipt System receipt. Where there are comments or changes, additional filing will be required (see below). Issuers will file the usual final material with the principal jurisdiction.
Unless a non-principal jurisdiction advises the principal jurisdiction, otherwise, silence as of the end of the second working day2
2 For purposes of establishing that a working day has concluded, the time zone of the relevant jurisdiction will apply. From the point of view of the principal jurisdiction, the time zone of the principal jurisdiction will establish the end of the initial 3 day review period, and the time zone of the most westerly non-principal jurisdiction will establish the end of the subsequent 2 day review period.
next following the day on which the first comments were sent by the principal jurisdiction will constitute confirmation to the principal jurisdiction that the material reviewed complies with the requirements of the relevant securities legislation to the extent that, assuming the final material were substantially similar, a receipt would issue in that jurisdiction. The principal juris-diction is therefore authorized to issue a receipt that provides evidence that the non-principal jurisdiction's approval has been granted, and a receipt notionally issued by that jurisdiction, subject to the terms of the under-taking to file final material described below. The principal jurisdiction must notify the non-principal jurisdiction at once that the National Policy No. 1 Receipt has been issued.
The Receipt System is primarily intended to facilitate national distributions of securities under "clean" (i.e. no comments) short form prospectuses that are not altered by the issuer. Where comments are raised, or the issuer wishes to make changes prior to filing final material, additional clearance procedures are involved, requiring additional time.
If a non-principal jurisdiction makes comments, the comments will be communicated to the issuer directly, with a copy to the principal jurisdiction, and resolved between the issuer and the non-principal jurisdiction. However, if changes are made to prospectus as a result of the comments and Quebec is a non-principal jurisdiction, blacklined facsimiles of the relevant pages of the final prospectus in both French and English must be provided to Quebec. Because Quebec has an obligation to clear a French language prospectus, it also requires a signed copy of both English and French versions of the final prospectus in all cases. In this case, as in all others, authorization must be specifically communicated by Quebec to the principal jurisdiction before the principal jurisdiction will issue a National Policy No. 1 Receipt that includes Quebec. For the other jurisdictions, silence as of the end of the later of the second working day next following that on which a copy of any changes was filed, will constitute approval of the prospectus including any changes that were made thereto, and authorization for the principal jurisdiction to issue a National Policy No. 1 Receipt as evidence of approval and the notional issue of a receipt in that jurisdiction.
A non-principal jurisdiction may opt out of the Receipt System at any time prior to the issue of the National Policy No. 1 Receipt. Opting out will be communicated by a telex or facsimile to that effect sent to the principal with a copy to the issuer. In this case, the National Policy No. 1 Receipt will no longer constitute evidence that the review and approval process has occurred in that non-principal jurisdiction, and therefore the issuer must deal separately with that jurisdiction in respect of a receipt. The legend on the National Policy No. I Receipt will specify those jurisdictions on whose behalf it is not issued.
The following chronology illustrates the integration of the Receipt System procedures into the existing POP system procedures:
Time zone of principal jurisdiction.
Day 1: Preliminary short form prospectus is filed in selected principal and non-principal jurisdictions. Covering letter indicates election of Receipt System receipt.
Issuer provides an undertaking to each non-principal to file a copy of the final material and any required additional fee within 3 working days following the day of issue of a National Policy No. 1 Receipt on its behalf. If no National Policy No. 1 Receipt is issued in respect of a jurisdiction, the undertaking to that jurisdiction is void.
Preliminary prospectus receipts are provided in each jurisdiction where issued.
Day 2: POP system review by principal jurisdiction.
Day 3: POP system review by principal jurisdiction.
Day 4: First comment telex or facsimile sent by the principal jurisdiction to the non-principal jurisdictions, including notation "N.P. No. 1 filing per Item 3 of N.P. No. 1" or equivalent.
As part of their participation in the Receipt System, all jurisdictions have agreed that unless a non--principal jurisdiction advises the principal jurisdiction otherwise, silence as of the end of the second working day next following the day on which the first comment telex or facsimile was sent by the principal jurisdiction will constitute confirmation to the principal jurisdiction that the material reviewed complies with the requirements of the relevant provincial securities legislation to the extent that, assuming the final material were substantially similar and the comments of the principal or any other jurisdiction were addressed, a receipt would issue in that jurisdiction. The principal jurisdiction is therefore authorized to issue a receipt that provides evidence of that approval, subject to the undertaking referred to under "Day 1" for all jurisdictions except Quebec. Because Quebec has a unique obligation to clear a French language prospectus, it requires a signed copy of both English and French versions of the final prospectus. The National Policy No. 1 Receipt will not be issued by the principal until it has received a telex from Quebec specifically authorizing the issue by the principal of the N.P. No. 1 Receipt.
Responses are only required from non-principal jurisdictions that have made comments, or that wish to opt out of the Receipt System and issue a separate receipt.
Time zone of most westerly jurisdiction in which issuer has filed.
Day 5: POP system review by non-principal.
Day 6: POP system review by non-principal jurisdictions.
Comments and/or "opting out" telex or facsimile, if any, sent directly to issuer with a copy to the principal jurisdiction.
Day 7: (a) if no comments by any non-principal jurisdiction
Silence as of end of Day 6, except for Quebec, indicates approval of material filed and authorization of the principal jurisdiction to issue a National Policy No. 1 Receipt as evidence of that approval, provided that the issuer has made no substantive changes in disclosure from the preliminary prospectus. Quebec requires a signed English and French version of the final prospectus even if identical to the preliminary and will send a telex indicating authorization to the principal to issue a National Policy No. 1 Receipt in respect of both versions.
(b) if comments by non-principal jurisdiction
Issuer and principal receive a comment telex or facsimile.
Issuer subsequently responds to the comments by dealing directly with non-principal jurisdiction.
When the comments are clear, the non-principal jurisdiction notifies the principal by telex or facsimile.
Upon receipt of the clearance telex or facsimile, the principal jurisdiction is implicitly authorized, except by Quebec, to issue a National Policy No. 1 Receipt evidencing the non-principal jurisdiction's approval of the material filed as constituting a prospectus, conditional on compliance with the undertaking. Quebec will follow the same procedure as that described in case (a).
In neither case (a) nor (b) does the principal jurisdiction send a second comment telex or facsimile to the issuer summarizing comments or approvals of the other jurisdictions.
(c) if final prospectus contains substantive changes (other than pricing) initiated by issuer
The issuer must send in advance facsimiles of the French and English versions of the changed pages to Quebec. As in case (b) above, the principal jurisdiction will not issue a National Policy No. 1 Receipt as evidence of Quebec's approval as non--principal, until it has received a telex or facsimile from Quebec confirming the receipt and acceptance of the facsimile material.
The issuer must also provide in advance copies of the changed pages to all other jurisdictions, but silence as of noon on the working day next following that on which the changes are filed will serve as notice of approval to the principal jurisdiction; of course a telex indicating that the non-principal is clear may be sent prior to this deadline.
Day X: Issuer files final material and fee in the principal jurisdiction.
The decision by a non-principal jurisdiction not to notify the principal jurisdiction of any objections by Day X is, in the context of the Receipt System procedures, a notional issue of a receipt within that jurisdiction immediately prior to the issue of the National Policy No. 1 Receipt.
Issuer files signed copy of both English and French versions of prospectus in Quebec, if Quebec is non--principal.
Quebec notifies principal jurisdiction that it is clear.
Principal jurisdiction issues National Policy No. 1 Receipt confirming the notional issuance of a receipt by all jurisdictions in which final material has been filed and that have not opted out.
The principal jurisdiction notifies all participating non-principal jurisdictions by telex or facsimile that National Policy No. 1 Receipt has been issued.
Some jurisdictions may also provide an additional receipt on the issue of the National Policy No. 1 Receipt. Quebec will issue a receipt in all cases.
Distribution commences in all relevant jurisdictions.
Day X+3: Issuer files final material and the appropriate fee in each participating non-principal jurisdiction in compliance with its undertaking.
If the fee and final material are acceptable, and no receipt has yet been issued, some non-principal jurisdictions may issue a receipt to issuer, dated as of the date of the National Policy No. 1 Receipt.
NATIONAL POLICY STATEMENT NO. 1
TABLE OF DOCUMENTS TO BE FILED IN RESPECT OF THE CLEARANCE OF NATIONAL ISSUES
A table of documents required to be filed in the various jurisdictions in connection with the clearance of national issues is published immediately following, and as part of, National Policy No. 1. The Canadian Securities Administrators have agreed that compliance with the filing requirements set out in the table and the related notes shall be considered to satisfy filing requirements associated with clearing a national issue. The table will be amended from time to time by the Canadian Securities Administrators.
PRELIMINARY SHORT FORM PROSPECTUS (NP 47)
B.C. ALB. SASK. MAN. ONT. QUE. N.B. N.S. P.E.I. NFLD. YUK. NWT.
(Note 5) (Note 9) (Note 12)
(a) The following types and numbers
of documents should be filed with
a preliminary short form prospectus:
Preliminary short form prospectus
signed 1 1 1 1 1 1(Eng.) 1 1 1 1 1 1
1(Fr.)
Preliminary short form Prospectus
unsigned 1 4 2 2 4 2(Eng.) 2 - 1 - - -
4(Fr.)
Directors' resolution(s)-certified 1 1 1 1 1 1 1 1 1 1 1 1
Technical reports and certificates
of qualification, etc, if applicable - - - - - 1 - - - - - -
(Note 26) (Note 8)
Asset and earnings coverage
calculations, if applicable 1 1 1 1 1 1 1 1 1 1 1 1
Copy or draft of all "green sheets",
if any - - - - 2 1 - - - - - -
Filing fee (Note 20) $2,500 $1,000 $1,000 $650 $250 $500 $500 $850 $400 $600 $150 $300
(Note 6) (Note 24) (Note 25) (Note 11) (Note 4) (Note 14) (Note 16) (Note 21) (Note 21)
FINAL SHORT FORM PROSPECTUS (NP 47)
B.C. ALB. SASK. MAN. ONT. QUE. N.B. N.S. P.E.I. NFLD. YUK. NWT.
(Note 5) (Note 9) (Note 12)
(b) The following types and numbers
of documents should be filed with
a final short form prospectus:
Final short form prospectus-
signed (Note 18) 1 1 1 1 1(Eng.) 1(Eng.) 1(Eng.) 1 1 1 1 1
1(Fr.) 1(Fr.) 1(Fr.)
Final short form prospectus-
unsigned (Note 18) 1 2 2 2 4(Eng.) 2(Eng.) 1(Eng.) - 1 1 - -
1(Fr.) 2(Fr.) 1(Fr.)
Final short form prospectus-
blacklined to show changes from
the preliminary short form prospectus 1 1 1 1 2 1(Eng.) 1 1 1 - 1 1
1(Fr.)
Directors' resolution(s)-certified 1 1 1 1 1 1 1 1 1 1 1 1
Auditors' consent 1 1 1 1 1 1 1 1 1 1 1 1
Auditors' comfort letter on unaudited
interim financial statements (if any)
incorporated by reference or
included in the final short form
prospectus 1 1 1 1 1 1 1 1 1 1 1 1
Consent of legal counsel or other
experts 1 1 1 1 1 1 1 1 1 1 1 1
Form IV - - - - - - - - - 1 - -
Undertaking to provide breakdown
of sales and payment of additional
fees, if applicable 1 - - - - - - - - - - -
Underwriters' certificate, if required - 1 1 - 1 1 - - - 1 - -
Filing fee (Note 20) (Note 7) - - - 0.03% of 0.03% of - - - - - -
total 25% of
gross total gross
max. max.
proceeds proceeds
less fee less $500
paid with (Note 10)
preliminary
short form
prospectus
Copies of underwriting or agency
agreement and any material contract
requested by Commission staff
- signed or notarized 1 1 1 1 1 1 - 1 - - - -
- copies - - - - 1 - - - - - - -
Commercial copies-
to be filed subsequently 2 2 2 2 2 5(Eng.) 1(Eng.) 2 1 1 - -
5(Fr.) 1(Fr.)
PRELIMINARY LONG FORM PROSPECTUS
B.C. ALB. SASK. MAN. ONT. QUE. N.B. N.S. P.E.I. NFLD. YUK. NWT.
(Note 5) (Note 9) (Note 12)
(c) The following types and numbers
of documents should be filed with
a preliminary long form prospectus:
Preliminary long form prospectus-
signed 1 1 1 1 1 1(Eng.) 1 1 1 1 1 1
1(Fr.)
Preliminary long form prospectus-
unsigned 1 4 2 2 4 2(Eng.) 2 - 1 1 - -
4(Fr.)
Cross reference sheet 1 1 1 1 2 - - - - - - 1
Directors' resolution(s)-certified 1 1 1 1 2 1 1 1 1 1 1 1
Technical reports and certificates of
qualification, etc., if applicable 1 2 1 1 1(signed)1 1 1 1 - - -
(Note 8) 1(copy)
Auditors' comfort letter or consent
letter, if applicable 1 1 1 1 2 1 1 1 1 1 1 1
Notice/consent forms undo Freedom
of Information and Protection of
Privacy Act, 1987 - - - - 1 - - - - - - -
Copy or draft of all "green sheets",
if any - - - - 2 1 - - - - - -
CUSIP/CDS number of the issuer,
date of financial year end of the issuer
and head office address of the issuer - - - - 1 1 - - - - - -
Asset and earnings coverage
calculations, if applicable 1 1 1 1 1 1 1 1 1 1 1 1
Dilution calculation, if applicable 1 1 1 1 1 1 1 1 1 1 1 1
Filing fee (Note 20) $2,500 $1,000 $1,000 $650 $250 $500 $500 $850 $400 $600 $150 $300
(Note 6) (Note 24) (Note 25) (Note 11) (Note 4) (Note 14) (Note 16) (Note 21) (Note 21)
PRO FORMA PROSPECTUS
B.C. ALB. SASK. MAN. ONT. QUE. N.B. N.S. P.E.I. NFLD. YUK. NWT.
(Note 12)
(d) The following types and numbers of
documents should be filed with a pro
forma prospectus (and pro forma
summary statement, if applicable):
Pro forma prospectus - unsigned - 1 1 2 2 4(Fr.) 1 1 1 1 1 1
1(Eng.)
Pro forma prospectus - blacklined to 1 1 1 1 2 1(Fr.) 1 1 1 1 1 1
show changes from the prior final 1(Eng.)
prospectus-certified as required
by National Policy Statement No. 30
Directors' resolution(s), if applicable - 1 - - 1 - - - - 1 1 1
Auditor's comfort letter, if applicable 1 1 1 1 1 1 1 1 1 1 1 1
Technical reports and certificates of
qualifications, etc. 1 2 1 1 2 1 1 1 1 1 - 1
(Note 8)
Cross reference sheet 1 1 1 1 - 1 1 1 - - - 1
Certificate for each issuer re: proceeds
from the distribution in the jurisdiction
and appropriate filing fee (may be filed
with final material). 1 - - - 1 1 - - - - - -
Filing fee (Note 20) $2,500 $1,000 $1,000 $650 $250 $500 - $850 $400 $600 $150 $300
(Note 6) (Note 24) (Note 16) (Note 21) (Note 21)
FINAL LONG FORM PROSPECTUS
B.C. ALB. SASK. MAN. ONT. QUE. N.B. N.S. P.E.I. NFLD. YUK. NWT.
(Note 5) (Note 9) (Note 12)
(e) The following types and numbers
of documents should be filed with
a final long form:
Final long form prospectus-
signed (Note 18) 1 1 1 1 1(Eng.) 1(Eng.) 1(Eng.) 1 1 1 1 1
1(Fr.) 1(Fr.) 1(Fr.)
Final long form prospectus-
unsigned (Note 18) 1 2 2 2 4(Eng.) 2(Eng.) 1(Eng.) - 1 1 - -
1(Fr.) 2(Fr.) 1(Fr.)
Final long form prospectus-blacklined
to show changes from the preliminary
long form prospectus 1 1 1 1 2 1(Eng.) 1 1 1 - 1 1
1(Fr.)
Directors' resolution-certified 1 1 1 1 1 1 1 1 1 - 1 1
Auditors' consent 1 1 1 1 1 1 1 1 1 1 1 1
Auditors' comfort letter re: interim
financial statements (if any) contained
in final long form prospectus 1 1 1 1 1 1 1 1 1 1 1 1
Consents of legal counsel or other
experts 1 1 1 1 1 1 1 - 1 1 1 1
Cross reference sheet 1 1 1 1 - - - - - - - -
Undertaking to provide breakdown
of sales and payment of additional
fees, if applicable 1 - - - - - - - - - - -
Form IV - - - - - - - - - 1 - -
Underwriters' certificate, if required - 1 1 - 1 1 1 1 1 1 - -
Copies of the underwriting or agency
agreement and any other material
contract requested by commission
staff
- signed or notarized 1 1 1 1 1 1 - 1 - - - -
- copies - - - - 1 - - - - - - -
Filing fee (Note 20) (Note 7) - - - 0.03% of 0.03% of - - - - - -
total 25% of
gross total gross
max. max.
proceeds proceeds
less fee less $500
paid with (Note 10)
preliminary
prospectus
Commercial copies--to be filed
subsequently 2 2 2 2 2 5(Eng.) 1(Eng.) 2 1 - - -
5(Fr.) 1(Fr.)
AMENDMENTS TO PRELIMINARY PROSPECTUS AND PROSPECTUS (SHORT FORM & LONG FORM)
B.C. ALB. SASK. MAN. ONT. QUE. N.B. N.S. P.E.I. NFLD. YUK. NWT.
(Note 5) (Note 9) (Note 12)
(f) The form types and numbers
of documents should be filed with
an amendment to a preliminary
prospectus and an amendment
to a prospectus:
Amendment-signed 1 1 1 1 1 1(Eng.) 1(Eng.) 1 1 1 1 1
1(Fr.) 1(Fr.)
Amendment-unsigned 1 2 1 1 4 1(Eng.) 1(Eng.) - 1 1 - -
1(Fr.) 1(Fr.)
Directors' resolution(s)-certified 1 1 1 1 1 1 1 1 1 1 1 1
Auditors' consent and comfort letter,
- if applicable 1 1 1 1 1 1 1 1 1 1 1 1
Consent of legal counsel or other
experts, if applicable 1 1 1 1 1 1 1 1 1 1 1 1
Filing fee (Note 20) $250 $100 $100 $100 $100 $100 $100 $100 - $100 $50 $50
plus plus (Note 21) (Note 21)
0.03% 0.03%
of total of total
additionaladditional
gross gross
proceedsproceeds
ANNUAL INFORMATION FORM FILED UNDER THE PROMPT OFFERING QUALIFICATION SYSTEM (NP 47)
B.C. ALB. SASK. MAN. ONT. QUE. N.B. N.S. P.E.I. NFLD. YUK. NWT.
(Note 5) (Note 12)
(g) The following types and numbers
of documents should be filed with
an annual information form (Note 23):
Annual Information Form (Note 18) 2 2 1 1 3(Eng.) 1(Eng.) 1(Eng.) 1 1 1 1 1
1(Fr.) 2(Fr.) 1(Fr.)
(Note13)
Directors' resolution(s)-certified 1 1 1 1 1 1 1 1 1 1 1 1
Eligibility Certificate of issuer 1 1 1 1 1 1 1 1 1 1 1 1
Material incorporated by reference 1 1 1 1 1 1(Eng.) 1(Eng.) 1 1 1 1 1
1(Fr.) 1(Fr.)
(Note 19)
Filing fee (Note 20) $1,000 $1,000 $600 $650 $1,000 $500 - $1,200 $300 $1,000 $10 $300
PRELIMINARY SIMPLIFIED PROSPECTUS AND ANNUAL INFORMATION FORM (N.P. 36)
B.C. ALB. SASK. MAN. ONT. QUE. N.B. N.S. P.E.I. NFLD. YUK. NWT.
(Note 12) (Note 19)
(h) The following types and numbers of
documents should be filed with
preliminary simplified prospectus and
annual information form filed to
National Policy Statement No. 36:
Preliminary annual information form-
- signed 1 1 1 1 1 1(Eng.) 1 1 1 1 1 1
1(Fr.)
Preliminary annual information form-
- unsigned 1 2 1 4 4 1(Eng.) 1 - 1 1 - -
1(Fr.)
Preliminary simplified prospectus- 1 4 1 2 5 1(Eng.) 1 1 1 1 1 1
- unsigned 1(Fr.)
Notice/consent forms under Freedom
of Information and Protection of
Privacy Act, 1987 - - - - 1 - - - - - - -
Audited annual financial statements
referred to as accompanying the
preliminary simplified prospectus
- manually signed 1 1 1 1 1 1(Eng.) 1 1 1 1 1 1
1(Fr.)
- unsigned, or printed or facsimile 1 1 2 1 2 1(Eng.) 1 - 1 1 - -
signatures 2(Fr.)
Auditor's comfort letter or
consent letter, if applicable 1 1 1 1 2 1(signed)1 1 1 1 1 1
1(copy)
Directors' resolution(s) approving the
preliminary annual information form,
the preliminary simplified prospectus
and the audited and, if applicable,
unaudited financial statements referred
to therein-certified 1 1 1 1 1(signed)1 1 1 1 1 1 1
1(copy)
Investment restrictions and practices
of the funds 1 1 1 1 1 1(Eng.) 1 1 1 1 1 1
1(Fr.)
Memorandum re: deviations from
National Policy Statement No. 39,
if applicable 1 1 1 1 1 1 1 1 1 1 1 1
Cross reference sheets
- Annual Information Form 1 1 1 1 2 1 1 1 1 1 - 1
- Simplified Prospectus 1 1 1 1 2 1 1 1 1 1 - 1
Copy or draft of all "green sheets", - - - - 1 1 - - - - - -
Copy or draft of all material facts
including the custodianship
agreement and any
sub-custodianship agreement 1 - 1 1 1 1 - -(1 if - - - -
NS is
principal
jurisdiction)
Filing fee per issuer $150
(Note 20) Reg. Regs. Reg. S. Reg. Regs. Regs. Note 21 Note 21 Note 21 Note 16 Note 21 Note 21
270/86 Sch.1- 176(1) S50- Sch. 1 S.267
S.183(1)- S.2(1), Appendix R1S.3(1) S.4-$250 $500
$2,500 S.2(8), A-S.3(a) (h) minimum mimimum
minimum S.2(9) $1,000 $650 See Regs
$1,500 minimum plus S.267.1,
minimum $600 S.267.2,
(Note 24) if Man. S.268(3) &
is S.98
principal
jurisdiction
PRO FORMA SIMPLIFIED PROSPECTUS AND ANNUAL FORM (N.P. 36)
B.C. ALB. SASK. MAN. ONT. QUE. N.B. N.S. P.E.I. NFLD. YUK. NWT.
(Note 12) (Note 19)
(i) The following types and numbers of
documents should be filed with a pro
forma annual information form filed
pursuant to National Policy No. 36:
Pro forma simplified prospectus 1 4 1 2 2 1(Eng.) 1 1 1 1 1 1
1(Fr.)
Pro forma simplified prospectus-
blacklined to show changes prior
final simplified prospectus-certified
as required by National Policy
Statement No. 30 1 1 1 1 2 1(Eng.) 1 1 1 1 - 1
1(Fr.)
Notice/consent forms under Freedom
of Information and Protection of
Privacy Legislation - - - - 1 - - - - - - -
Pro forma annual information form
- unsigned 1 2 1 2 2 1(Eng.) 1 1 1 1 1 1
1(Fr.)
Pro forma annual information form-
blacklined to show changes from the
prior annual information form-certified
as required by National Policy No. 30 1 1 1 1 2 1(Eng.) 1 1 1 1 1 1
1(Fr.)
Audited annual financial statements
referred to as accompanying the pro
forma simplified prospectus (Note 17)
- manually signed, 2 2 3 2 3 2(Eng.) 2 1 2 1 1 1
unsigned or printed or 3(Fr.)
facsimile signatures
Auditors' comfort letter 1 1 1 1 1 1(signed) 1 1 1 1 1 1
1(copy)
Interim financial statements referred
to as accompanying the pro forma
simplified prospectus, if applicable
-unsigned 1 1 2 2 3 1(Eng.) 1 1 1 1 1 1
1(Fr.)
Auditors' comfort letter re: interim
financial statements, if applicable 1 1 1 1 1(signed)1(signed)1 1 1 1 1 1
1(copy)
Cross reference sheets
- Annual Information Form - 1 - 1 - - - - - - - -
- Simplified Prospectus - 1 - 1 - - - - - - - -
Copy or draft of all "green sheets" - - - - 1 1 - - - - - -
Memorandum re: deviations from
National Policy Statement No. 39,
if applicable 1 1 1 1 1 1 1 1 1 1 1 1
Statement of portfolio transactions,
certified 1 1 1 1 1 1(Eng.) 1 1 1 1 1 1
1(Fr.)
Certified for each issuer re:
proceeds from the distribution in the
jurisdiction and appropriate filing fee 1 - - - 1 1 - - - - - -
Filing fee per issuer $150
(Note 20) Reg. Regs. Regs. Reg. Regs. Regs. Note 21 Note 21 Note 21 Note 16 Note 21 Note 21
270/86 Sch.1- S.176(1) S.50-R1 Sch. 1 S.267
S.183(1)- S.2(1), Appendix S.3(1)(h) S.4-$250 $500
$2,500 S.2(8), A-S.3(a) $650 minimum minimum
minimum S.2(9) $1,000 plus $600 See Regs.
$1,500 minimum if Man. is S.267.1,
minimum principal S.267.2,
(Note 24) jurisdiction S.268(3)
& S.98
FINAL SIMPLIFIED AND ANNUAL INFORMATION FORM (N.P. 36)
B.C. ALB. SASK. MAN. ONT. QUE. N.B. N.S. P.E.I. NFLD. YUK. NWT.
(Note 12) (Note 19)
(j) The following types and numbers of
documents should be filed with a final
simplified prospectus filed pursuant to
National Policy No. 36:
Final simplified prospectus-(Notes 18) 1 2 2 1 3(Eng.) 1(Eng.) 1(Eng.) 1 1 1 1 1
1(Fr.) 1(Fr.) 1(Fr.)
Final simplified prospectus- blacklined
to show changes from the preliminary
simplified prospectus or pro forma
simplified prospectus, as the case
may be 1 1 1 1 2 1(Eng.) 1(Eng.) 1 1 1 1 1
1(Fr.) 1(Fr.)
Final Annual Information Form (Note 18)
- signed 1 1 1 1 1(Eng.) - 1(Eng.) 1 1 1 1 1
1(Fr.) 1(Fr.)
- unsigned 1 2 1 1 3(Eng.) 1(Eng.) 1(Eng.) - 1 1 - -
1(Fr.) 1(Fr.) 1(Fr.)
Final annual information form-
blacklined to show changes from the
preliminary annual information form or
pro forma annual information form,
as the case may be 1 1 1 1 2 1(Eng.) 1(Eng.) 1 1 1 1 1
1(Fr.) 1(Fr.)
Directors' resolution(s) approving the
final simplified prospectus, the final
annual information form and the
audited annual financial statements
referred to in the final simplified
prospectus-certified 1 1 1 1 1 1 1 1 1 1 1 1
Undertaking to deliver permanent
information record-signed 1 1 1 1 1 1 1 1 1 1 1 1
Audited annual financial statements
accompanying the final simplified
prospectus if not filed in final form with
the preliminary simplified prospectus
or with or prior to the filing of the pro
forma simplified prospectus
- manually signed, unsigned or 2 2 3 2 3 2(Eng.) 1 1 2 1 1 1
printed or facsimile signatures 3(Fr.)
Interim financial statements
accompanying the final simplified
prospectus, if applicable, and if not
filed in final form with or prior to the
filing of the pro forma simplified
prospectus-certified 1 2 2 1 3 1(Eng.) 1 1 1 1 1 1
2(Fr.)
Statement of portfolio transactions if
not filed with or prior to the pro forma
simplified prospectus-certified 1 1 1 1 1 1(Eng.) 1 1 1 1 1 1
1(Fr.)
Compliance reports, if applicable
s. 7.01(4), 11.08, and 12.04 of N.P. 39 1 1 1 1 1 1 1 1 1 1 1 1
Auditors' comfort letter re: interim
financial statements (if any) filed with
the final simplified prospectus if not
previously filed 1 1 1 1 1 1 1 1 1 1 1 1
Auditors' consent re: audited annual
financial statements referred to in the
simplified prospectus 1 2 1 1 1 1 1 1 1 1 1 1
Consent of legal counsel or other
experts 1 2 1 1 1 1 1 1 1 1 1 1
Cross reference sheet
- in the case of the first filing under
N.P. 36 1 1 1 1 1 1 1 1 1 1 - 1
- all other filings under N.P. 36 - 1 - 1 - - - - - - - -
Copies of all material contracts
requested by the Commission staff
- signed or notarized 1 1 1 1 1 1 1 1 1 1 1 1
Copy of all "green sheets" - - - - 1 1 - - - - - -
Notarial copy of filing receipt by the
principal jurisdiction - - 1 1 - 1 1 1 1 1 - -
Form IV - - - - - - - - 1 - - -
Certificate for each issuer re:
proceeds from the distribution in the
jurisdiction and appropriate filing fee
if not filed with the pro forma
simplified prospectus 1 - - - 1 1 - - - - - -
Commercial copies-to be filed
subsequent to the issue of the
receipt for the final simplified
prospectus and annual
information form 2 2 2 2 2(Eng.) 1+1(Eng.) 1(Eng.) 1 1 1 - -
1(Fr.) 1+1(Fr.) 1(Fr.)
AMENDMENTS TO SIMPLIFIED PROSPECTUS AND ANNUAL INFORMATION FORM (N.P. 36)
B.C. ALB. SASK. MAN. ONT. QUE. N.B. N.S. NFLD. YUK. NWT.
(Note 12) (Note 19)
(k) The following types and number of
documents should be filed with an
amendment to a simplified
prospectus and annual information
form filed pursuant to National Policy
Statement No. 36
Copy(ies) of amendment
- signed (annual information form) 1 1 1 1 1 1(Eng.) 1(Eng.) 1 1 1 1 1
1(Fr.) 1(Fr.)
- Unsigned (annual information form 1 2 1 1 4 1+1(Eng.) 1(Eng.) - 1 1 - -
and simplified prospectus) 1+1(Fr.) 1(Fr.)
Directors' Resolution(s) approving
the amendment-certified 1 1 1 1 1 1 1 1 1 1 1 1
Consents of counsel and other
experts, if applicable 1 1 1 1 1 1 1 1 1 1 1 1
Notorial copy of filing receipt or other
proof of acceptance issued by the
principal jurisdiction - - 1 1 - 1 1 1 1 1 - 1
Commercial copies--to be filed
subsequently 2 2 2 2 2 1+1(Eng.) 1(Eng.) 1 1 1 - -
1+1(Fr.) 1(Fr.)
Filing fee (Note 20) $250 $100 $100 $100 $100 $100 Note 21 Note 21 Note 21 $50 $50 Note 21
(Note 21)
NOTES
1. Additional filing requirements apply to certain types of offerings eg. commodity pools. Reference should be made to the provisions of other National Policy Statements and to local policy statements of each jurisdiction to determine such requirements.
2. The information set out herein does not make reference to documents required or which may be required by the provisions of National Policy Statements Nos. 44 and 45.
3. The filing fees set out herein are the filing fees in effect as at July 1, 1991. Since that date, amendments have been made to fee schedules in various jurisdictions. In particular, amendments have been made to the filing fees referred to in the table of documents in Ontario and in Quebec (both passed in May, 1992). Please refer to the securities legislation and the related regulations of each jurisdiction at the time of filing to determine the appropriate filing fee either pursuant to the amendments referred to above or pursuant to other amendments.
4. Filing fee for first class or unit where (a) principal jurisdiction is New Brunswick is $1,000; (b) principal jurisdiction is other than New Brunswick, $500; and for each additional individual class or unit an additional $100.
5. For British Columbia, the prospectus filing requirements are contained in British Columbia Local Policy Statements 3-02 and 3-03. Where the issuer is a junior company and British Columbia is the principal jurisdiction or the issuer is planning to seek a listing on the Vancouver Stock Exchange, a detailed review of British Columbia Local PolicyStatements 3-02 and 3-03 should be made to determine the additional prospectus filing requirements that apply.
6. The Fee Schedule contained in Section 183 of the British Columbia regulations requires the payment of a filing fee upon the filing of a preliminary prospectus equal to the aggregate of:
(i) $2,500, where the preliminary prospectus relates to only one type, class or series of security, or, where the preliminary prospectus or pro forma prospectus relates to more than one issuer, type, class or series of security, $2,500 for each issuer plus $500 for each additional type, class or series of security per issuer; plus
(ii) $1,000, where security holders are proposing to distribute securities using the preliminary prospectus.
7. Where the proceeds to be derived from the distribution in British Columbia cannot be ascertained at the time of the initial filing, the issuer(s) must submit an undertaking to provide a breakdown of the sales in British Columbia together with any additional fee required within 30 days of the completion of the distribution. The additional fee is the amount by which 0.03% of the proceeds or 0.01% of the proceeds in the case of a money market fund as defined by Subsection 183(6) of the British Columbia regulations, derived from the distribution in British Columbia exceeds the fees paid with the filing of the preliminary prospectus.
8. British Columbia requires one copy of technical reports, consents and certificates of qualification, unless British Columbia is acting as the principal jurisdiction. In that case, two copies of the technical reports are required.
9. Filing requirements for Alberta are contained in ASC Local Policy 4-7.
10. In Quebec, the fees will in certain circumstances be calculated on 50% of the total gross proceeds or on total gross proceeds (R. 267(2)(b)). The issuer must file upon completion of distribution a report on the securities distributed in Quebec (R. 94) and the payments of an additional fee, if appropriate (R. 267.1). See note 3 for reference to an amendment to the fees payable in Quebec.
11. An additional fee of $600 is payable if Manitoba is the principal jurisdiction. If a preliminary prospectus involves more than one class of securities or more than one unit offering, each additional class of securities or unit offering shall be accompanied by an additional fee of $325.
12. Generally, applicable filing requirements for Ontario are contained in OSC Policy Statement Nos. 5.1 and 5.7. The applicable filing fees are set forth in Schedule 1 to the Regulation made under the Securities Act (Ontario). A duly executed Submission to Jurisdiction and Appointment of Agent for Service of Process is required to be filed by an issuer (including a guarantor) that is incorporated or organized outside Canada and does not have an office in Canada, as well as by certain other foreign persons or companies.
13. Quebec only requires a French version of the annual information form and material incorporated by reference at the time of filing of the preliminary short form prospectus.
14. A fee of $1,250 is payable if Nova Scotia is the principal jurisdiction. If a preliminary prospectus involves more than one class of securities or more than one type of unit offering, each additional class of securities or each type of unit offering shall be accompanied by an additional fee of $300.
15. The Nova Scotia Securities Commission regards the filing of an annual information form pursuant to Notice number 3 as an application, pursuant to section 5(2) of the Regulations, to vary the prospectus requirements. The fee for such application is $350 together with a fee of $850 for the prospectus for an aggregate fee of $1,200.
16. In Newfoundland, the filing fee for a prospectus is $600 plus $600 for each additional fund or security filed under the prompt offering qualification system.
17. Where the audited annual financial statements have been previously filed with the securities authorities pursuant to the continuous disclosure requirements of applicable securities legislation, it is not necessary to file a manually signed copy of such financial statements with the pro forma material. However, a copy(ies) bearing printed or facsimile signatures should be filed with the pro forma simplified prospectus for convenience of reference.
18. With respect to all provinces other than Quebec, Ontario and New Brunswick, the French version of the final prospectus and final annual information form is required to be filed in such provinces only if the french version is to the used in such provinces.
19. With respect to the province of Quebec the number of copies shown is the number required in respect of each issuer. For example, where a combined document is used (eg. for a simplified prospectus, annual information form or financial statements) covering three issuers and the table indicates that one copy is required of the document in question, the number of copies required to be filed would be three--i.e. one for each issuer included in the combined document. Also, where the table indicates that the number of copies to be filed is "l + 1", in the case of the foregoing example, four copies of the combined document would, be required to be filed--ie. one for each issuer included in the combined document plus one additional copy.
20. Filing fees should be made payable to:
British Columbia Minister of Finance
Alberta Provincial Treasurer of Alberta
Saskatchewan Minister of Finance
Manitoba Minister of Finance
Ontario Treasurer of Ontario
Quebec Minister of Finance
New Brunswick Minister of Finance
Nova Scotia Minister of Finance
Prince Edward Island Provincial Secretary
Newfoundland Newfoundland Exchequer Account
Northwest Territories Government of the Northwest Territories
Yukon Territories Government of Yukon
21. Filing fees per Issuer:
| Province\Territory | Prospectus | AIF | Amendments |
| New Brunswick | $500 or if New Brunswick is the principal jurisdiction $1,000 plus $100 for each additional class of securities | ----- | $100 |
| Nova Scotia (Note 14, 15 and 22) | $850 or if Nova Scotia is the principal jurisdiction $1,250 | $350 | $100 |
Prince Edward Island | $400 | $300 | $100 |
Northwest Territories | $300 per class of securities | $300 | $50 per class of securities |
Yukon Territory | $150 per class of securities | ----- | $50 per class of securities |
22. The Nova Scotia Securities Commission regards the filing of an annual information form pursuant to National Policy No. 36 as an application, pursuant to section 5(2) of the Regulations, to vary the prospectus requirements. The fee for such application is $350 which means that the total fee for filing a simplified prospectus and an annual information form is $1,200 or, if Nova Scotia is the principal jurisdiction, $1,600. Where a combined annual information form and combined simplified prospectus are filed, Nova Scotia considers that the securities of each mutual fund whose distribution is qualified pursuant to such documents are those of separate issuers.
23. The types and numbers of documents indicated apply to the filing of both an initial annual information form and a renewal annual information form.
24. In Alberta, where the proposed offering does not exceed $200,000 the filing fee is $500. Where the preliminary or pro forma prospectus or statement of material facts offers more than one class or unit of securities of an issuer, a supplementary fee of $100 is required for each additional class or unit.
25. The fee on filing of a prospectus in Saskatchewan is $1,000 per issuer. Where the prospectus offers more than one class or unit of securities of an issuer, a supplementary fee of $250 is required for each additional class or unit.
26. Unless a technical report is specifically referred to in a short form prospectus or the applicable securities regulatory authority believes that unusual circumstances warrant the exercise of discretion to require the filing of a technical report, technical reports and certificates of qualification are not required to be filed in any jurisdiction except Quebec, where technical reports and certificates of qualification are required to be filed in all cases. For this purpose, a reference to the name of the independent engineer or other qualified person in the issuer's AIF does not constitute a reference to a report prepared by that person in the short form prospectus. Therefore the issuer is not require to file the report but must file the consent of the person who prepared it. Where technical reports and certificates of qualification are filed in British Columbia, reference should be made to note 8 for specific filing requirements.