52-323 - Coming into Force of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings and Consequential Policy Amendments [CSA Staff Notice]
Published Date: | 2008-11-28 |
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Effective Date: | 2008-11-28 |
Document(s): |
Concurrently Published:
- 12-202 - Revocation of a Compliance-Related Cease Trade Order [NP Amendment Advance Notice - Lapsed]
- 12-203 - Cease Trade Orders for Continuous Disclosure Defaults [NP Amendment Advance Notice - Lapsed]
- 41-201 - Income Trusts and other Indirect Offerings [NP Amendment Advance Notice - Lapsed]
- 51-102CP - Continuous Disclosure Obligations [CP Amendment Advance Notice - Lapsed]
- 52-109 - Certification of Disclosure In Issuers’ Annual and Interim Filings [NI Advance Notice - Lapsed]
- 52-109CP - Certification of Disclosure in Issuers’ Annual and Interim Filings [CP Advance Notice - Lapsed]
- 52-109F1 - Certification of annual filings - full certificate [F Advance Notice - Lapsed]
- 52-109F1 AIF - Certification of annual filings in connection with voluntarily filed AIF [F Advance Notice - Lapsed]
- 52-109F1 IPO/RTO - Certification of annual filings following an initial public offering, reverse takeover or becoming a non-venture issuer [F Advance Notice - Lapsed]
- 52-109F1R - Certification of refiled annual filings [F Advance Notice - Lapsed]
- 52-109F2 - Certification of interim filings - full certificate [F Advance Notice - Lapsed]
- 52-109F2 IPO/RTO - Certification of interim filings following an initial public offering, reverse takeover or becoming a non-venture issuer [F Advance Notice - Lapsed]
- 52-109F2R - Certification of refiled interim filings [F Advance Notice - Lapsed]
- 52-109FV1 - Certification of annual filings - venture issuer basic certificate [F Advance Notice - Lapsed]
- 52-109FV2 - Certification of interim filings - venture issuer basic certificate [F Advance Notice - Lapsed]
- 71-102CP - Continuous Disclosure and other Exemptions Relating to Foreign Issuers [CP Amendment Advance Notice - Lapsed]
- BCN 2008/38 - Advance Notice of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings [BCN - Lapsed]
Background
On August 15, 2008, the Canadian Securities Administrators (CSA or we) published notice that effective December 15, 2008, subject to applicable ministerial approvals, we would repeal Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (MI 52-109), Form 52-109F1, 52-109FT1, 52-109F2 and 52-109FT2 and withdraw Companion Policy 52-109CP and replace them with the following:
- National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109);
- Forms 52-109F1, 52-109FV1, 52-109F1 - IPO/RTO, 52-109F1R, 52-109F1 - AIF, 52-109F2, 52-109FV2, 52-109F2 - IPO/RTO and 52-109F2R (the Forms); and
- Companion Policy 52-109CP Certification of Disclosure in Issuers’ Annual and Interim Filings (Companion Policy 52-109CP, together with NI 52-109 and the Forms, the New Materials).
The CSA also indicated that, in conjunction with the New Materials, we would make consequential amendments to Form 51-102F1 Management’s Discussion & Analysis of National Instrument 51-102 Continuous Disclosure Obligations (the Consequential Amendments).
Applicable Ministerial Approvals Obtained
The New Materials and Consequential Amendments have received all applicable ministerial approvals and, as a result, will come into force in all CSA jurisdictions effective December 15, 2008.
Transition
The New Materials apply in respect of annual filings and interim filings for financial periods of reporting issuers (other than investment funds) ending on or after December 15, 2008. We remind issuers that the requirements of MI 52-109, although repealed effective December 15, 2008, will continue to apply for officers’ certificates relating to financial periods ending before December 15, 2008.
Consequential Policy Amendments
In addition to the Consequential Amendments, effective December 15, 2008, we are making consequential amendments to the following policies (the Consequential Policy Amendments) in order to replace existing cross-references to MI 52-109 with references to NI 52-109:
- National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order
- National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults
- National Policy 41-201 Income Trusts and Other Indirect Offerings (NP 41-201)
- Companion Policy 51-102CP Continuous Disclosure Obligations
- Companion Policy 71-102CP Continuous Disclosure and Other Exemptions Relating to Foreign Issuers
We are also making a further consequential amendment to NP 41-201 by striking out the reference to Part 4 of Companion Policy 52-109CP in section 7.1 of NP 41-201 and substituting a reference to section 3.2 of Companion Policy 52-109CP.
In Quebec, the Consequential Policy Amendments replacing existing cross-references to MI 52-109 with references to NI 52-109 are not applicable.
The Consequential Policy Amendments are contained in Appendices “A” to “E” to this notice.
Questions
Please refer your questions to any of the following individuals:
Ontario Securities Commission
Marion Kirsh
Associate Chief Accountant
(416) 593 8282
mkirsh@osc.gov.on.ca
Sandra Heldman
Senior Accountant, Corporate Finance
(416) 593 2355
sheldman@osc.gov.on.ca
Jason Koskela
Legal Counsel, Corporate Finance
(416) 595 8922
jkoskela@osc.gov.on.ca
British Columbia Securities Commission
Carla-Marie Hait
Chief Accountant, Corporate Finance
(604) 899 6726
chait@bcsc.bc.ca
Sheryl Thomson
Senior Legal Counsel, Corporate Finance
(604) 899 6778
sthomson@bcsc.bc.ca
Alberta Securities Commission
Fred Snell
Chief Accountant
(403) 297 6553
fred.snell@asc.ca
Kari Horn
General Counsel
(403) 297 4698
kari.horn@asc.ca
Patricia van de Sande
Securities Analyst
(403) 355 4474
patricia.vandesande@asc.ca
Manitoba Securities Commission
Bob Bouchard
Director, Corporate Finance
(204) 945 2555
bob.bouchard@gov.mb.ca
Autorité des marchés financiers
Sylvie Anctil Bavas
Chef comptable
(514) 395 0337, poste 4291
Sylvie.anctil-bavas@lautorite.qc.ca
Nicole Parent
Analyste
(514) 395 0337, poste 4455
nicole.parent@lautorite.qc.ca
November 28, 2008