NIN 94/10 - Proposal for Expedited Review of Short Form Prospectuses and Renewal AIFS [NIN - Rescinded]
| Published Date: | 1994-08-12 |
|---|---|
| Effective Date: | 1994-08-05 |
INTRODUCTION
To expedite the review and receipt of short form prospectuses and the review and acceptance of renewal annual information forms ("Renewal AIFs") filed under the prompt offering qualification system (the "POP System") in more than one province or territory and to provide for continued uniformity of administration of securities legislation, the following securities regulatory authorities are proposing to implement a procedure whereby an issuer or selling security holder may obtain a preliminary and final receipt for a short form prospectus or acceptance of a Renewal AIF on an expedited basis ("Expedited Review"):
Alberta Securities Commission
British Columbia Securities Commission
Manitoba Securities Commission
Nova Scotia Securities Commission
Office of the Administrator of Securities, New Brunswick
Ontario Securities Commission
Registrar under the Prince Edward Island Securities Act
Registrar of Securities under the Securities Act, Northwest Territories
Registrar of Securities under the Yukon Territory Securities Act
Saskatchewan Securities Commission
Securities Commission of Newfoundland
(collectively hereinafter referred to as the "Participating Jurisdictions").
Expedited Review is designed to improve the efficiency of the Canadian capital markets by speeding up the review process and by reducing costs for senior issuers. It represents a step towards increased harmonization and the elimination of duplication in the current securities regulatory system.
Under the proposal for Expedited Review (the "Proposal") that is published as part of this Notice, all issuers eligible to participate in the POP system will be assigned a Designated Jurisdiction. This will allow access to Expedited Review by all POP issuers and their selling security holders even if they file a preliminary short form prospectus or short form prospectus in a jurisdiction that is not a Participating Jurisdiction.
Each Participating Jurisdiction expects issuers to comply with all local requirements of each province or territory in which they propose to distribute securities under Expedited Review.
The Proposal is subject to change as a result of comments received in response to this Notice. Defined terms in the Notice have the same meaning as in the Proposal.
IMPLEMENTATION
To implement Expedited Review the Participating Jurisdictions have agreed to enter into a Memorandum of Understanding that sets out the procedure to be followed by each of the Participating Jurisdictions and by an issuer or selling security holder wishing to expedite the review and receipt of a preliminary and final short form prospectus or review and acceptance of a Renewal AIF filed in more than one Canadian jurisdiction.
The Memorandum of Understanding does not affect the discretion under applicable securities legislation to grant or refuse to grant a receipt for a particular short form prospectus.
PROPOSAL FOR EXPEDITED REVIEW OF SHORT FORM PROSPECTUSES
Eligibility
Expedited Review is restricted to distributions of securities in more than one jurisdiction under the POP System and is not available for distributions of derivative securities.
Expedited Review is an optional procedure that need not be used by issuers or selling security holders.
Designated Jurisdiction
All eligible issuers under the POP System will be assigned a Designated Jurisdiction. An issuer that becomes eligible to use the POP System after implementation of Expedited Review will be assigned a Designated Jurisdiction prior to acceptance of the issuer's Initial AIF.
Filing Procedures for Preliminary Short Form Prospectus
The issuer, electing Expedited Review, will file the preliminary short form prospectus and supporting materials with its Designated Jurisdiction only. On the same day, the issuer will send, by facsimile, the preliminary short form prospectus to each of the other Participating Jurisdictions in which the issuer proposes to distribute securities. Executed copies of the preliminary short form prospectus and supporting materials need not be filed with any Participating Jurisdiction other than the Designated Jurisdiction until the short form prospectus and supporting materials are filed with those jurisdictions.
The Designated Jurisdiction will issue the preliminary expedited review receipt document that evidences a preliminary receipt has been issued by each Participating Jurisdiction in which the preliminary short form prospectus was filed.
The Designated Jurisdiction will issue comments to the issuer arising out of its review. Generally, comments will be issued within three working days following the date of filing of the preliminary short form prospectus.
Final Expedited Review Receipt Document
The Designated Jurisdiction will issue the final expedited review receipt document that evidences a final receipt has been issued by each Participating Jurisdiction in which the preliminary short form prospectus was filed other than those that have opted out of Expedited Review for that particular prospectus.
Within three working days following the date of the final expedited review receipt document, the issuer will file final materials with each of the Participating Jurisdictions other than the Designated Jurisdiction and those that have opted out of Expedited Review for that particular prospectus.
Opting Out Procedures
Each Participating Jurisdiction is entitled to opt out of Expedited Review for any particular preliminary short form prospectus provided that it notifies the issuer, the Designated Jurisdiction and the other Participating Jurisdictions in which the preliminary short form prospectus was filed before the end of the second working day following the date of the preliminary expedited review receipt document.
If a Participating Jurisdiction opts out of Expedited Review for a particular preliminary short form prospectus, the procedures set out in National Policy Statement #1 ("NPS 1") apply regarding that particular preliminary short form prospectus in that jurisdiction.
Effect of Expedited Review on NPS 1
An issuer electing Expedited Review will be required to use its Designated Jurisdiction for the filing. An issuer filing a preliminary short form prospectus or short form prospectus with Participating and Non-Participating Jurisdictions may elect Expedited Review and file under NPS 1 provided it selects its Designated Jurisdiction as its Principal Jurisdiction for the purposes of NPS 1.
For example, if a POP issuer, whose Designated Jurisdiction is British Columbia, wishes to offer securities throughout Canada, it would file a preliminary short form prospectus under NPS 1, and may, provided it selects British Columbia as its Principal Jurisdiction for the purposes of NPS 1, elect Expedited Review. In this case, British Columbia will act as the Principal Jurisdiction under NPS 1 and as the Designated Jurisdiction under Expedited Review.
On receipt of acceptable materials, British Columbia will issue a preliminary expedited review receipt document that will evidence the issuance of a preliminary receipt by each of the Participating Jurisdictions. Any Non-Participating Jurisdiction will issue a separate preliminary receipt document.
British Columbia will review the preliminary short form prospectus and issue comments to the issuer and any Non-Participating Jurisdiction within three working days following the filing of the preliminary short form prospectus. Any Non-Participating Jurisdiction will send its comments, if any, to the issuer and British Columbia as Principal Jurisdiction, on or before the end of the second working day following the date of receipt of British Columbia's comments.
Prior to the issuance of comments from British Columbia, a Non-Participating Jurisdiction may, if it wishes, send its comments or notify the issuer and British Columbia that it has no comments on the preliminary short form prospectus. This practice would ensure that the Non-Participating Jurisdiction's comments or statement that it has no comments are incorporated into the comment letter to be issued by British Columbia before the conclusion of the third working day following the filing of the preliminary short form prospectus.
Provided acceptable final materials have been received and comments from all Non-Participating Jurisdictions have been resolved, British Columbia will issue a final expedited review receipt document that will evidence the issuance of a final receipt by each Participating Jurisdiction that has not opted out of Expedited Review and, in its capacity as Principal Jurisdiction under NPS 1, will notify any Non-Participating Jurisdiction that it has done so. The Non-Participating Jurisdiction will then, if it considers it appropriate, issue a local final receipt.
Alternatively, an issuer wishing to offer securities throughout Canada can file its preliminary short form prospectus and supporting materials under NPS 1 and the review process will be conducted in the same manner as prior to the implementation of Expedited Review. If it does so, it may select any province that is prepared to act in such capacity as its Principal Jurisdiction for the purposes of NPS 1. The issuer may elect to receive a National Policy No. 1 Receipt that will have the same effect as prior to the implementation of Expedited Review.
PROPOSAL FOR EXPEDITED REVIEW FOR RENEWAL AIFS
Filing Procedures
As an alternative to the Renewal AIF review procedure set out in section 5.2 of National Policy Statement No. 47 ("NPS 47"), an issuer may elect Expedited Review of its Renewal AIF filed in more than one Jurisdiction.
The Designated Jurisdiction will forward to the issuer an expedited notice of acceptance of its Renewal AIF that will evidence acceptance of the Renewal AIF by each Participating Jurisdiction in which the Renewal AIF was filed.
Review of Renewal AIFs
If an issuer elects Expedited Review of its Renewal AIF, the Renewal AIF will only be subject to selective review by the Designated Jurisdiction and any Non-Participating Jurisdiction.
COMMISSION DES VALEURS MOBILIERES DU QUEBEC
Québec's Quinquennial Report on the Implementation of the Securities Act published in December 1993 recommends that the possibility of simplifying the examination of prospectuses in Canada be considered.
Subject to the outcome of the consideration of the Quinquennial Report, the Commission des valeurs mobilières du Québec (the "CVMQ") would agree to participate in an expedited review procedure for short form prospectuses if:
- the covering letter and Preliminary Materials (both English and French versions) filed with the Designated Jurisdiction are contemporaneously filed with the CVMQ together with the issuer's undertaking to file the documents and fees required to be filed with the CVMQ in connection with a short form prospectus as specified in the "Table of Documents to be filed in respect of the Clearance of National Issues" forming part of NPS 1;
- the CVMQ issues its own preliminary receipt document for the particular preliminary prospectus;
- the CVMQ is provided with the comment letter issued by the Designated Jurisdiction in respect of its review of a preliminary short form prospectus;
- the CVMQ is given one working day following receipt of the comment letter to determine whether it will opt out of expedited review with respect to that particular preliminary short form prospectus; and
- in the event that the CVMQ determines not to opt out of expedited review, it will issue its own final receipt document for that particular short form prospectus upon being notified that the Designated Jurisdiction has issued a final expedited review receipt document and upon filing by the issuer of a signed copy of both English and French versions of the final prospectus.
The CVMQ will not participate in expedited review for Renewal AIFs as Renewal AIFs are filed under the continuous disclosure requirements of Québec Legislation rather than under the provisions of NPS 47.
REQUEST FOR COMMENTS
Written comment on any aspect of the proposal for Expedited Review are invited and may be forwarded to the attention of:
Expedited Review Working Committee
c/o Glenda Campbell
Alberta Securities Commission
21st Floor, 10025 Jasper Avenue
EDMONTON, AB T5J 3Z5
Comment letters should be submitted prior to September 21, 1994.
Comment letters submitted in response to this request will be placed in the public file in certain jurisdictions and form part of the public record unless confidentiality is requested. Comment letters will be circulated among the securities regulatory authorities for purposes of finalizing the proposal for Expedited Review whether or not confidentiality is requested. Accordingly, although comment letters for which confidentiality is requested will not be placed on the public file, freedom of information legislation may require the securities regulatory authorities in certain jurisdictions to make the comment letters available. Persons submitting comment letters should be aware that the press and members of the public may be able to obtain access to any comment letter.
For further information please contact any of the following:
Glenda A. Campbell Louyse Gauvin
Senior Legal Counsel Policy Advisor
Alberta Securities Commission British Columbia Securities Commission
(403) 427-5201 (604) 660-4800
Susan I. McCallum
Policy Advisor to the Chairman
Ontario Securities Commission
(416) 593-8248
DATED at Vancouver, British Columbia, on August 5, 1994.
Douglas M. Hyndman
Chair
Attachment
PROPOSAL FOR EXPEDITED REVIEW OF SHORT FORM PROSPECTUSES AND RENEWAL AIFS
1. PURPOSE
The Participating Jurisdictions recognize the ongoing need to improve the efficiency of the Canadian capital markets by speeding up the review process and by reducing costs for senior issuers. The Participating Jurisdictions are especially cognizant of the timing difficulties encountered by issuers accessing public capital markets when required to deal with the various jurisdictions involved in securities regulation across Canada. In response, the Participating Jurisdictions have agreed to expedite the review and receipt of short form prospectuses and review and acceptance of Renewal AIFs filed under the prompt offering qualification system in more than one Canadian jurisdiction and have reached the following understanding with respect to the procedure to be followed by the Participating Jurisdictions. The Participating Jurisdictions believe that Expedited Review represents a step towards increased harmonization and the elimination of duplication in the current securities regulatory system.
2. INTERPRETATION
Capitalized terms have the meaning assigned to them in NPS 47 unless defined below:
"Designated Jurisdiction" means the Securities Regulatory Authority or Applicable Regulator, as the context requires, of the province or territory assigned to each issuer eligible to use the POP System as at June 1, 1994 as set out in Schedule "A", as amended from time to time or as communicated to the issuer at the time of acceptance of its Initial AIF;
"Expedited Review" means the expedited review system and procedures provided for under this Proposal;
"Expedited Review Committee" means the working committee established by the Participating Jurisdictions;
"Facsimile" means a facsimile or other form of electronic communication;
"Final Filing Materials" means:(a) the documents and fees that are required to be filed with the various provinces and territories in connection with a preliminary short form prospectus and short form prospectus as specified in the "Table of Documents to be filed in respect of the Clearance of National Issues" forming part of NPS 1; and
(b) all comment letters issued by the Designated Jurisdiction and responses thereto;"NPS 1" means National Policy Statement No. 1, as amended from time to time;
"NPS 47" means National Policy Statement No. 47, as amended from time to time;
"Non-Participating Jurisdiction" means a Securities Regulatory Authority or Applicable Regulator, as the context requires, of a province or territory that is not a Participating Jurisdiction;
"Participating Jurisdiction" means:(a) a Securities Regulatory Authority or Applicable Regulator, as the context requires, of a province or territory that has agreed to participate in Expedited Review; or
(b) any other Securities Regulatory Authority or Applicable Regulator, as the context requires, of a province or territory that becomes a participant in the manner set out in 4 below;"Preliminary Materials" means the documents and fees that are required to be filed with the various provinces and territories with a preliminary short form prospectus as specified in the "Table of Documents to be filed in respect of the Clearance of National Issues" forming part of NPS 1;
"POP System" means the prompt offering qualification system for the distribution by, or on behalf of, an issuer or a selling security holder of securities of an issuer by means of a short form prospectus as contemplated in NPS 47 or the Québec Securities Act and Securities Regulation;
"Undertaking" means the undertaking addressed to each of the Participating Jurisdictions other than the Designated Jurisdiction to file the Final Filing Materials within three working days following the date of the final expedited review receipt document.
3. RETENTION OF DISCRETION
Expedited Review involves no surrender of jurisdiction by any Participating Jurisdiction. Each of the Participating Jurisdictions will retain the statutory discretion to review and receipt or refuse to issue a receipt for a particular short form prospectus.
4. SCOPE
It is intended that the procedures agreed to by each of the Participating Jurisdictions governing the implementation and operation of Expedited Review will be set out in a Memorandum of Understanding to be entered into by the Participating Jurisdictions.
At any time after the Memorandum of Understanding is settled, any Non-Participating Jurisdiction may become a Participating Jurisdiction by giving notice of its desire to participate in Expedited Review and executing a counterpart of the Memorandum of Understanding.
5. ELIGIBILITY
An issuer will be eligible to elect Expedited Review for:
(a) distributions of its securities (other than distributions of derivative securities) in more than one Participating Jurisdiction under the POP System; and
(b) Renewal AIFs filed in more than one Participating Jurisdiction under NPS 47.
6. CONSULTATION
Each of the Participating Jurisdictions may appoint one representative to the Expedited Review Committee. The Expedited Review Committee will be responsible for ensuring consistency of review of filings and coordinating any changes or amendments to and otherwise monitoring Expedited Review.
7. DESIGNATED JURISDICTION
The Expedited Review Committee will assign Designated Jurisdictions to issuers eligible to participate in the POP System. All decisions of the Expedited Review Committee will be based on its view of what is most administratively efficient and will be final. Each of the Securities Regulatory Authorities of Alberta, British Columbia, Manitoba, Nova Scotia, Ontario and Saskatchewan have agreed to act as Designated Jurisdictions. Designated Jurisdictions of issuers eligible to participate in the POP System as at June 1, 1994 are set out in Schedule "A".
Any issuer becoming eligible to use the POP System after implementation of Expedited Review will be assigned a Designated Jurisdiction by the Expedited Review Committee prior to acceptance of the issuer's Initial AIF. The Designated Jurisdiction will notify the issuer that it is the issuer's Designated Jurisdiction at the time of acceptance of the issuer's Initial AIF.
Schedule "A" will be amended and republished from time to time.
An issuer electing Expedited Review will be required to use the Designated Jurisdiction assigned to it. An issuer filing a preliminary short form prospectus or short form prospectus with a Non-Participating Jurisdiction may, nonetheless, elect Expedited Review and file under NPS 1, provided it selects its Designated Jurisdiction as its Principal Jurisdiction for the purposes of NPS 1.1
8. EXPEDITED REVIEW PROCESS FOR SHORT FORM PROSPECTUSES
8.1 Applications for Relief
The issuer is responsible for making application for any exemptive relief which may be needed from any Participating Jurisdiction. Application should be made prior to filing Preliminary Materials in the Designated Jurisdiction under Expedited Review. Where an application cannot be made prior to the filing of the Preliminary Materials, it must be made contemporaneously with the filing.
If relief has not been obtained within the time for opting out of Expedited Review, the issuance of a final expedited review receipt document may be delayed or the Participating Jurisdiction (in which the relief is required) may opt out for the particular filing.8.2 Filing Procedures for Preliminary Materials
The issuer must indicate in the covering letter filed with the preliminary short form prospectus that it is electing Expedited Review and identify the provinces and territories in which the preliminary short form prospectus is being filed.
The issuer shall file the Preliminary Materials with the Designated Jurisdiction only and, on the same day, send a Facsimile of the covering letter, preliminary short form prospectus and Undertaking to each of the other Participating Jurisdictions in which the issuer proposes to distribute securities.
8.3 Preliminary Expedited Review Receipt Document
If the Preliminary Materials are acceptable, the Designated Jurisdiction will issue the preliminary expedited review receipt document. Immediately after its issuance, the Designated Jurisdiction will send, by Facsimile, the expedited review receipt document to each Participating Jurisdiction where the preliminary short form prospectus was filed.
The preliminary expedited review receipt document evidences that a preliminary receipt has been issued by each Participating Jurisdiction in which the preliminary short form prospectus was filed.The preliminary expedited review receipt document will bear on its face the following legend:
"This preliminary expedited review receipt document confirms that preliminary receipts of (name each Participating Jurisdiction in which the preliminary short form prospectus was filed) have been issued".
Certain jurisdictions will support the statements in the preliminary expedited review receipt document by in fact issuing a local preliminary receipt. In those jurisdictions a filing under Expedited Review will be treated as a request to hold the local preliminary receipt on behalf of the issuer unless the issuer requests physical possession of the preliminary receipts from those jurisdictions.
8.4 Review
A Participating Jurisdiction will have two working days following the date of the preliminary expedited review receipt document to conduct such review as it considers appropriate to determine whether it wishes to opt out of Expedited Review for that particular filing (see section 8.6 - Opting Out Procedures). In most cases, this review of the preliminary short form prospectus will be restricted to identifying any specific concerns with the transaction, the related disclosure or any other special circumstances.
Unless a Participating Jurisdiction notifies, by Facsimile, the Designated Jurisdiction otherwise within the two working days, it will, by its silence, have confirmed its participation in Expedited Review.
The Participating Jurisdictions acknowledge that a Participating Jurisdiction may adopt and implement a system of selective review of filings that would apply to preliminary short form prospectuses under Expedited Review. Any Participating Jurisdiction adopting a system of selective review will agree to notify the other Participating Jurisdictions if and when it adopts a system of selective review and will provide sufficient information to those Participating Jurisdictions for them to assess the scope of review under the system of selective review.
The Designated Jurisdiction is responsible for issuing comments to the issuer arising out of its review. The comment letter will identify any Participating Jurisdictions that have opted out of Expedited Review. Comments will be issued within three working days following the date of filing of the preliminary short form prospectus unless, in the opinion of the Designated Jurisdiction, the proposed offering is too complex to be reviewed adequately within the three working days.2 In these circumstances, the Designated Jurisdiction will, by the end of the first working day following the date of the preliminary expedited review receipt document, notify the issuer and the other Participating Jurisdictions by Facsimile that the time period will be extended to that applicable to prospectuses (other than short form prospectuses) and AIFs under NPS 1. Responses to comments should be in writing addressed to and will be resolved by the Designated Jurisdiction.
If the Designated Jurisdiction determines that it is not prepared to recommend that a final expedited review receipt document be issued for a particular short form prospectus, it will notify the issuer and each of the Participating Jurisdictions that has not opted out of Expedited Review of its decision. At that point, the issuer is obliged to co-ordinate the review process with each Participating Jurisdiction and Expedited Review is no longer applicable to this filing. Each of the Participating Jurisdictions will determine in accordance with its normal procedure whether or not to issue a final receipt for the short form prospectus.8.5 Final Expedited Review Receipt Document
Designated Jurisdiction
The Designated Jurisdiction will issue the final expedited review receipt document if:
(a) at least two working days have elapsed following the date of the preliminary expedited review receipt document;
(b) all comments have been resolved with the Designated Jurisdiction; and
(c) the Designated Jurisdiction has received, in acceptable form, the documents and fees that are required to be filed in that province in connection with a short form prospectus as specified in the "Table of Documents to be filed in respect of the Clearance of National Issues" forming part of NPS 1.The issuance of the final expedited review receipt document by the Designated Jurisdiction will evidence that a final receipt has been issued by each Participating Jurisdiction in which the preliminary short form prospectus was filed other than those that have opted out of Expedited Review.
The final expedited review receipt document will bear on its face the following legend:"This final expedited review receipt document confirms that receipts of (name each Participating Jurisdiction in which the short form prospectus was filed [except any that have opted out]) have been issued."
The Designated Jurisdiction will send, by Facsimile, the final expedited review receipt document immediately after its issuance to each Participating Jurisdiction in which the preliminary short form prospectus was filed other than those that have opted out of Expedited Review.
Certain jurisdictions will support the statements in the final expedited review receipt document by in fact issuing a local final receipt. In those jurisdictions a filing under Expedited Review will be treated as a request to hold the local final receipt on behalf of the issuer unless the issuer requests physical possession of the final receipts from those jurisdictions.
Participating Jurisdictions Other Than the Designated Jurisdiction
The issuer, in accordance with its Undertaking, will file with the Participating Jurisdictions, other than the Designated Jurisdiction and those Participating Jurisdictions that have opted out of Expedited Review, the Final Filing Materials before the end of the third working day following the date of the final expedited review receipt document.
If the final expedited review receipt document is not issued in respect of a Participating Jurisdiction, the Undertaking is of no effect for that Participating Jurisdiction, except for fees. For greater certainty, issuers will always be required to pay the relevant filing fees incurred in the Participating Jurisdictions in which the preliminary short form prospectus or short form prospectus was filed.8.6 Opting Out Procedures
Each Participating Jurisdiction is entitled to opt out of Expedited Review for any particular preliminary short form prospectus. Any Participating Jurisdiction choosing to opt out of Expedited Review for a particular
preliminary short form prospectus will notify the issuer, the Designated Jurisdiction and all other Participating Jurisdictions, by Facsimile, before the end of the second working day following the date of the preliminary expedited review receipt document.
If a Participating Jurisdiction opts out of Expedited Review for a particular preliminary short form prospectus, the procedures set out in NPS 1 apply regarding that particular preliminary short form prospectus in that jurisdiction.
A Participating Jurisdiction that has opted out of Expedited Review for a particular filing may opt back in at any time prior to the issuance of the final expedited review receipt document by notifying the Designated Jurisdiction, the other Participating Jurisdictions and the issuer, by Facsimile. It is the responsibility of that Participating Jurisdiction to ensure that the final expedited review receipt document has not been issued prior to its opting back into Expedited Review.
9. EXPEDITED REVIEW PROCESS FOR RENEWAL AIFS
9.1 Filing Procedures
As an alternative to the Renewal AIF review procedure set out in section 5.2 of NPS 47, an issuer may elect Expedited Review of its Renewal AIF filed with more than one Participating Jurisdiction. Where an issuer elects Expedited Review, the procedures set out in section 5.2 of NPS 47 apply mutatis mutandis to the acceptance of a Renewal AIF under Expedited Review subject to the modifications described below.
The issuer must indicate in the covering letter filed with its Renewal AIF that it is electing Expedited Review and must identify each province or territory in which its Renewal AIF is being filed.
If the issuer is filing its Renewal AIF in more than one Participating Jurisdiction and in a Non-Participating Jurisdiction, it may nonetheless elect Expedited Review and be subject to selective review under section 5.2(6). In this case, the Designated Jurisdiction shall be the only Participating Jurisdiction to select the issuer's Renewal AIF for review under section 5.2(6)(a) of NPS 47 and the Participating Jurisdictions anticipate the procedures set forth in section 5.2(6)(b),(d), (e) and (f) of NPS 47 will be followed by each Non-Participating Jurisdiction in which the Renewal AIF is filed.
The issuer shall file the covering letter, Renewal AIF and supporting documents, in the number of copies specified for each province and territory in the "Table of Documents to be filed in respect of the Clearance of National Issues" forming part of NPS 1, with the Designated Jurisdiction and each Participating Jurisdiction in which its Renewal AIF is being filed.9.2 Expedited Notice of Acceptance
The Designated Jurisdiction shall immediately accept for filing a Renewal AIF filed in accordance with section 5.2(1) of NPS 47 and shall forward to the issuer an expedited notice of acceptance document of its Renewal AIF. Immediately after its issuance, the Designated Jurisdiction will send, by Facsimile, the expedited notice of acceptance to each Participating Jurisdiction where the Renewal AIF has been filed.
The expedited notice of acceptance document will evidence that the Renewal AIF has been accepted by each Participating Jurisdiction in which the Renewal AIF was filed.
The expedited notice of acceptance document will state the following:"This expedited notice of acceptance confirms that the renewal annual information form of (name the issuer) dated --- has been accepted under National Policy Statement No. 47 by (name the Participating Jurisdictions in which the Renewal AIF has been filed)."
Issuers will not have to obtain a separate notice of acceptance from each of the Participating Jurisdictions.
9.3 Review of Renewal AIFs
Where an issuer has elected Expedited Review for its Renewal AIF filed under section 5.2(1) of NPS 47, the Renewal AIF is only subject to selective review under section 5.2(6) of NPS 47 by the Designated Jurisdiction and any Non-Participating Jurisdiction.
Where an issuer files its Renewal AIF and supporting documents in the circumstances described in either section 5.2(2) or 5.2(3) of NPS 47 and elects Expedited Review, the Renewal AIF shall only be subject to the review procedures referred to in section 5.1 of NPS 47 by the Designated Jurisdiction and any Non-Participating Jurisdiction.
Where the Designated Jurisdiction either reviews under section 5.2(2) or 5.2(3) or selects an issuer's Renewal AIF for review under section 5.2(6) of NPS 47, no other Participating Jurisdiction will conduct a review of the Renewal AIF.
For the purposes of section 5.2(6)(a) of NPS 47, the Designated Jurisdiction shall forward, within 10 days of its acceptance of the Renewal AIF, by Facsimile, a notice to the issuer, the other Participating Jurisdictions and any Non-Participating Jurisdiction in which the Renewal AIF was filed, stating that the issuer's Renewal AIF will be reviewed.
During any review period, all copies of the Renewal AIF provided to any Person by the issuer shall have in bold faced type3 on the outside front cover page the following statement or any variation that the issuer's Designated Jurisdiction may permit:"This annual information form has been accepted for filing in (name of each Participating or Non-Participating Jurisdiction in which the Renewal AIF has been filed) but is currently subject to review by securities regulatory authorities of one or more provinces or territories of Canada. Information contained herein is subject to change."
As soon as practical after the completion of any review, or upon the issuer filing a Revised AIF, if necessary, the Designated Jurisdiction shall issue a document stating that the review is completed and that either the Renewal AIF as filed or the Revised AIF, if any, is satisfactory to the Designated Jurisdiction. This document shall be sent to the issuer with a copy to any other province or territory in which the Renewal AIF was filed.
Upon receipt of the document(s) referred to above from the Designated Jurisdiction and any Non-Participating Jurisdiction reviewing the issuer's Renewal AIF, the issuer shall promptly(a) if revisions were necessary, file the Revised AIF with all provinces and territories in which the Renewal AIF was filed and forward a copy of the Revised AIF to any Person who received a legended Renewal AIF and,
(b) if revisions were not necessary, forward a notice that the review of the Renewal AIF is completed and that no revisions were necessary to any Person who received a legended Renewal AIF.If a Revised AIF is filed, it shall be identified as such.
An issuer shall not be entitled to a receipt for a final prospectus either evidenced by a final expedited review receipt document or otherwise until the issuer notifies the Designated Jurisdiction that a Revised AIF, if any, has been filed with all the provinces and territories in which its Renewal AIF was filed.
Where an issuer falls within the circumstances described in either sections 5.2(7) or 5.2(8) of NPS 47, the issuer's preliminary short form prospectus and Renewal AIF will be reviewed at the same time within the time limits referred to in section 8, entitled "Expedited Review Process For Short Form Prospectuses", and the issuance of the expedited review receipt document for the short form prospectus will be subject in either case to the same condition as set out in section 5.2(7) of NPS 47.
10. NON-PARTICIPATING SECURITIES REGULATORY AUTHORITIES
The procedures for clearing short form prospectuses or Renewal AIFs under NPS 1 and NPS 47 used by any Non-Participating Jurisdiction will not be affected by Expedited Review.
Where a Non-Participating Jurisdiction is selected as Principal Jurisdiction by an issuer, Expedited Review is not available and the procedures provided under NPS 47 will be followed.
11. CHRONOLOGY
Attached as Schedule "B" is a chronology which illustrates Expedited Review.
ENDNOTES:
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1. For example, if a POP issuer wishes to offer securities throughout Canada, it should file a preliminary short form prospectus under NPS 1, and may, provided it selects its Designated Jurisdiction as its Principal Jurisdiction for the purposes of NPS 1, elect Expedited Review. In this case, the Designated Jurisdiction will act both as the Principal Jurisdiction under NPS 1 and the Designated Jurisdiction under Expedited Review.
On receipt of acceptable materials, the Designated Jurisdiction will issue a preliminary expedited review receipt document that will evidence the issuance of a preliminary receipt by each of the Participating Jurisdictions. Any Non-Participating Jurisdiction will issue a separate preliminary receipt document.
The Designated Jurisdiction will review the preliminary short form prospectus and issue comments to the issuer and any Non-Participating Jurisdiction within three working days following the filing of the preliminary short form prospectus. Any Non-Participating Jurisdiction will send its comments, if any, to the issuer and the Designated Jurisdiction as Principal Jurisdiction, on or before the end of the second working day following the date of receipt of the Designated Jurisdiction's comments.
Prior to the issuance of comments from the Designated Jurisdiction, a Non-Participating Jurisdiction may, if it wishes, send its comments to the Designated Jurisdiction or notify the issuer and the Designated Jurisdiction that it has no comments on the preliminary short form prospectus. This practice would ensure that the Non-Participating Jurisdiction's comments or a statement that it has no comments are incorporated into the comment letter to be issued by the Designated Jurisdiction before the conclusion of the third working day following the filing of the preliminary short form prospectus.
Provided acceptable final materials have been received and comments from all Non-Participating Jurisdictions have been resolved, the Designated Jurisdiction will issue a final expedited review receipt document that will evidence the issuance of a final receipt by each Participating Jurisdiction that has not opted out of Expedited Review and, in its capacity as Principal Jurisdiction under NPS 1, will notify any Non-Participating Jurisdiction that it has done so. The Non-Participating Jurisdiction will then, if it considers it appropriate, issue a local final receipt.
Alternatively, an issuer wishing to offer securities throughout Canada can file its preliminary short form prospectus and supporting materials under NPS 1 and the review process will be conducted in the same manner as prior to the implementation of Expedited Review. If it does so, it may select any province that is prepared to act in such capacity as its Principal Jurisdiction for the purposes of NPS 1. The issuer may elect to receive a National Policy No. 1 Receipt that will have the same effect as prior to the implementation of Expedited Review.
2. Issuers are reminded that if they are concerned that a proposed offering may be too complex to be reviewed within three working days they should discuss the proposed offering with the Designated Jurisdiction on a pre-filing basis.
3. The statement required to be in bold faced type on the outside front cover of an issuer's Renewal AIF during a review period may be added by way of stamp, sticker or other method that will ensure that the statement may not be deleted or removed from the issuer's Renewal AIF.
SCHEDULE "A"
NAME OF POP ISSUER DESIGNATED JURISDICTION
A.G.F. Management Limited Ontario
AUR Resources Inc. Ontario
Abitibi-Price Inc. Ontario
Acklands Limited Ontario
Agnico-Eagle Mines Limited Ontario
Agra Industries Limited Ontario
Air Canada Ontario
Alberta Energy Company Ltd. (Chieftain Development Co. Ltd.) Alberta
Alberta Natural Gas Company Ltd. Alberta
Alcan Aluminum Limited Ontario
American Barrick Resources Corporation Ontario
Amoco Canada Petroleum Company Ltd. Alberta
Anderson Exploration Ltd. Alberta
Astral Communications Inc. Ontario
Atco Ltd. Alberta
Atcor Resources Ltd. Alberta
Avco Financial Services Canada Limited Ontario
Avenor Inc. (Canadian Pacific Forest Productions Limited) Ontario
BC Gas Inc. B.C.
BC Gas Utility Ltd. (BC Gas Inc.) B.C.
BC Sugar Refinery, Limited B.C.
BC Tel (British Columbia Telephone Company) B.C.
BC Telecom Inc. B.C.
BCE Inc. (Bell Canada Enterprises Inc.) Ontario
BCE Mobile Communications Inc. Ontario
BGR Previous Metals Inc. Ontario
Banister Inc. Ontario
Bank of Montreal Ontario
Bank of Nova Scotia, The Ontario
Barrington Petroleum Ltd. Alberta
Bell Canada Ontario
Biomira Inc. Alberta
Bombardier Inc. Ontario
Bow Valley Energy Ltd. (Bow Valley Industries Ltd.) Alberta
Bracknell Corporation Ontario
Bramalea Limited Ontario
Brascan Limited Ontario
British Petroleum Company plc, The Ontario
Bruncor Inc. Ontario
CAE Inc. (CAE Industries Ltd.) Ontario
CCL Industries Inc. Ontario
CFCF Inc. Ontario
C-MAC Industries Inc. Ontario
CS Resources Inc. Ontario
CT Financial Services Inc. Ontario
Cambior Inc. Ontario
Cambridge Shopping Centres Limited Ontario
Cameco Corporation Saskatchewan
Campbell Resources Inc. Ontario
Canada Malting Co. Limited Ontario
Canada Trustco Mortgage Company Ontario
Canadian Imperial Bank of Commerce Ontario
Canadian National Railway Company Ontario
Canadian Natural Resources Limited Alberta
Canadian Occidental Petroleum Ltd. Alberta
Canadian Pacific Enterprises Limited Ontario
Canadian Pacific Forest Products Limited Ontario
Canadian Pacific Limited Ontario
Canadian Pacific Securities Limited Ontario
Canadian Tire Corporation, Limited Ontario
Canadian Utilities Limited Alberta
Canfor Corporation B.C.
Carena Developments Limited Ontario
Cascades Inc. Ontario
Centra Gas Ontario Inc. Ontario
Central Fund of Canada Limited Ontario
Chancellor Energy Resources Inc. Alberta
Chauvco Resources Ltd. Alberta
Chieftain International Inc. Alberta
Chrysler Credit Canada Ltd. Ontario
Cineplex Odeon Corporation Ontario
Cogeco Inc. Ontario
Co-Steel Inc. Ontario
Cominco Fertilizers Ltd. Alberta
Cominco Ltd. B.C.
Consumers' Gas Company Ltd., The Ontario
Conwest Exploration Company Limited Alberta
Cott Corporation Ontario
Crestar Energy Inc. Alberta
Crown Life Insurance Company Saskatchewan
Crownx Inc. Ontario
Czar Resources Ltd. Alberta
Delrina Corporation Ontario
Derlan Industries Limited Ontario
Discovery West Corp. Ontario
Dofasco Inc. Ontario
Doman Industries Limited B.C.
Dominion Textile Inc. Ontario
Domtar Inc. Ontario
Donohue Inc. Ontario
Dorset Exploration Ltd. Alberta
Dreco Energy Services Ltd. Alberta
Dundee Bancorp Inc. Ontario
Du Pont Canada Inc. Ontario
Dylex Limited Ontario
Echo Bay Mines Ltd. Alberta
Eden Roc Mineral Corp. Ontario
Elan Energy Inc. (Lasmo Canada Inc.) Alberta
Emco Limited Ontario
Empire Company Limited Nova Scotia
Enserv Corporation Alberta
Euro-Nevada Mining Corporation Limited Ontario
Excel Energy Inc. Alberta
Fairfax Financial Holdings Limited Ontario
Federal Industries Ltd. Ontario
Finning Ltd. B.C.
First Marathon Inc. Ontario
Fletcher Challenge Canada Limited (British Columbia Forest Products Limited) B.C.
Ford Credit Canada Limited Ontario
Fortis Inc. Ontario
Four Seasons Hotels Inc. Ontario
Franco-Nevada Mining Corporation Limited Ontario
G.T.C. Transcontinental Group Ltd. Ontario
Gaz Metropolitain Company, Limited Partnership Ontario
Gaz Metropolitain Inc. Ontario
General Motors Acceptance Company of Canada, Limited Ontario
George Weston Limited Ontario
Glamis Gold Inc. B.C.
Golden Star Resources Ltd. Ontario
Great Lakes Power Inc. Ontario
Great-West Life Assurance Company, The Manitoba
Great-West Lifeco Inc. Ontario
Gulf Canada Resources Limited
(Gulf Canada Limited & Gulf Canada Corporation) Ontario
Hammerson Property Investment and Development Corporation plc, The Ontario
Hayes-Dana Inc. Ontario
Hees International Bancorp Inc.(Hees International Corporation) Ontario
Hemlo Gold Mines Inc. Ontario
Hillcrest Resources Ltd. Alberta
Hollinger Inc. B.C.
Home Oil Company Limited Alberta
Horsham Corporation, The Ontario
Household Financial Corporation Limited Ontario
Hudson's Bay Company Ontario
Imasco Limited Ontario
Imperial Life Assurance Company of Canada, The Ontario
Imperial Oil Limited Ontario
Inco Limited Ontario
Intertape Polymer Group Inc. Ontario
Intensity Resources Ltd. Alberta
International Colin Energy Corporation Alberta
International Forest Products Limited B.C.
International Semi-Tech Microelectronics Inc. Ontario
Interprovincial PipeLine Inc. Alberta
Interprovincial Pipe Line System Inc. Alberta
Intrawest Corporation B.C.
Inverness Petroleum Ltd. Alberta
Investors Group Inc. Manitoba
IPSCO Inc. Saskatchewan
Ivaco Inc. Ontario
Jannock Limited Ontario
John Labatt Limited Ontario
Jordan Petroleum Ltd. Alberta
Kinross Gold Corporation Ontario
La Caisse Centrale Desjardins Du Quebec Ontario
LAC Minerals Ltd. Ontario
Laidlaw Inc. Ontario
Laurentian Bank of Canada Ontario
Linamar Corporation Ontario
Loblaw Companies Limited Ontario
Loewen Group Inc., The B.C.
London Insurance Group Inc. Ontario
MDS Health Group Limited Ontario
Mackenzie Financial Corporation Ontario
MacMillan Bloedel Limited B.C.
Magna International Inc. Ontario
Malette Inc. Ontario
Mannville Oil & Gas Ltd. Alberta
Maple Leaf Foods Inc. (Canada Packers Inc.) Ontario
Maritime Telegraph and Telephone Company, Limited Nova Scotia
Mark Resources Inc. Alberta
Markborough Properties Inc. Ontario
Meridian Technologies Inc. Ontario
Metall Mining Corporation Ontario
Methanex Corporation B.C.
Metro-Richelieu Inc. Ontario
Midland Walwyn Inc. Ontario
Mitel Corporation Ontario
Molson Companies Limited, The Ontario
Montreal Trustco Inc. Ontario
Moore Corporation Limited Ontario
Morgan Hydrocarbons Inc. Alberta
Morrison Petroleums Ltd. Alberta
National Bank of Canada Ontario
National Trustco Inc. Ontario
New Brunswick Telephone Company Limited, The Ontario
Newbridge Networks Corporation Ontario
Newfoundland Light & Power Co. Limited Ontario
Newfoundland Telephone Company Limited Ontario
Newtel Enterprises Limited Ontario
Noma Industries Limited Ontario
Noranda Forest Inc. Ontario
Noranda Inc. (Noranda Mines Limited) Ontario
Norcen Energy Resources Limited Alberta
North Canadian Oils Limited Alberta
Northern Telecom Limited Ontario
Northrock Resources Ltd. Alberta
Northstar Energy Corporation Alberta
NOVA Corporation Alberta
Nova Gas Transmission Ltd. (NOVA Corporation of Alberta) Alberta
Nova Scotia Power Inc. Nova Scotia
Nowsco Well Services Ltd. Alberta
Numac Energy Inc. Alberta
Ocelot Energy Inc. Alberta
Onex Corporation Ontario
Oshawa Group Ltd., The Ontario
Pagurian Corporation Limited, The Ontario
PanCanadian Petroleum Limited Alberta
Pegasus Gold Inc. B.C.
Pengrowth Gas Income Fund Alberta
Petro-Canada Alberta
Philip Environmental Inc. Ontario
Pinnacle Resources Ltd. Alberta
Placer Dome Inc. B.C.
POCO Petroleums Ltd. Alberta
Potash Corporation of Saskatchewan Inc. Saskatchewan
Power Corporation of Canada Ontario
Power Financial Corporation Ontario
Premdor Inc. Ontario
Prime Resources Group Inc. B.C.
Quadra Logic Technologies Inc. B.C.
Quebecor Inc. Ontario
Quebecor Printing Inc. Ontario
Quno Corporation Ontario
Ranchmen's Resources Ltd. Alberta
Ranger Oil Limited Alberta
Rayrock Yellowknife Resources Inc. Ontario
Renaissance Energy Ltd. Alberta
Repap Enterprises Inc. Ontario
Revenue Properties Company Limited Ontario
Rigel Energy Corporation (Total Canada Oil & Gas Ltd.) Alberta
Rio Algom Limited Ontario
Rio Alto Exploration Ltd. Alberta
Riverside Forest Products Limited B.C.
Rogers Cantel Mobile Communications Inc. Ontario
Rogers Communications Inc. Ontario
Royal Bank of Canada Ontario
Royal Oak Mines Inc. B.C.
SHL Systemhouse Inc. Ontario
SNC Group Inc. Ontario
SR Telecom Inc. Ontario
Sceptre Resources Limited Alberta
Scott's Hospitality Inc. Ontario
Seagram Company Ltd., The Ontario
Sears Acceptance Company Inc. Ontario
Sears Canada Inc. Ontario
Shaw Communications Inc. (Shaw Cablesystems Ltd.) Alberta
Shell Canada Limited Alberta
Sherritt Inc. (Sherritt Gordon Limited) Alberta
Slocan Forest Products Ltd. B.C.
Southam Inc. Ontario
Spar Aerospace Limited Ontario
St. Lawrence Cement Inc. Ontario
Stelco Inc. Ontario
Summit Resources Limited Alberta
Suncor Inc. Alberta
TVX Gold Inc. Ontario
Talisman Energy Inc. (BP Canada Inc.) Alberta
Tarragon Oil and Gas Limited Alberta
Teck Corporation B.C.
Teleglobe Inc. (Memotec Data Inc.) Ontario
TELUS Corporation Alberta
Tembec Inc. Ontario
Thomson Corporation, The Ontario
Toronto-Dominion Bank, The Ontario
Torstar Corporation Ontario
TransAlta Corporation Alberta
TransAlta Utilities Corporation Alberta
TransCanada PipeLines Limited Alberta
Transwest Energy Inc. Alberta
Tri Link Resources Ltd. Alberta
Trilon Financial Corporation Ontario
Trimac Limited Alberta
Trimark Financial Corporation Ontario
Trizec Corporation Ltd. Alberta
Truscan Realty Limited Ontario
Ulster Petroleums Ltd. Alberta
Unican Security Systems Ltd. Ontario
Union Gas Limited Ontario
United Dominion Industries Limited (AMCA International Limited) Ontario
United Westburne Inc. Ontario
Univa Inc. (Provigo Inc.) Ontario
Venezuelan Goldfields Ltd. Ontario
Wascana Energy Inc.(Saskoil)(Saskatchewan Oil & Gas Corporation) Saskatchewan
West Fraser Timber Co. Ltd. B.C.
Westcoast Energy Inc. B.C.
WIC Western International Communications Ltd. B.C.
Xerox Canada Inc. Ontario
Xerox Canada Finance Inc. Ontario
SCHEDULE "B"
CHRONOLOGY
The following chronology illustrates the procedures for clearing a short form prospectus under Expedited Review:
Time Zone of Designated Jurisdiction:
Day 1 Preliminary Materials, including the preliminary short form prospectus, are filed in the Designated Jurisdiction and a Facsimile of the covering letter, preliminary short form prospectus and Undertaking (as defined below) is filed in each of the other Participating Jurisdictions in which the issuer proposes to distribute securities. Covering letter indicates election of Expedited Review and those provinces and territories in which the issuer proposes to distribute securities.
Issuer provides an undertaking to each Participating Jurisdiction other than the Designated Jurisdiction to file the Final Filing Materials before the end of the 3rd working day1
1For purposes of establishing that a working day has concluded, the time zone of the relevant jurisdiction will apply.
following the date of issuance of the final expedited review receipt document by the Designated Jurisdiction ("Undertaking"). If no final expedited review receipt document is issued in respect of a Participating Jurisdiction, the Undertaking is of no effect for that Participating Jurisdiction except with respect to fees.
The preliminary expedited review receipt document is issued by the Designated Jurisdiction.
The Designated Jurisdiction sends a Facsimile of the preliminary expedited review receipt document to each Participating Jurisdiction where the preliminary short form prospectus was filed.
Time Zone of most westerly Participating Jurisdiction in which the issuer has filed
Day 2 Review
Day 3 "Opting Out" Facsimile, if any, sent to Designated Jurisdiction, all other Participating Jurisdictions and the issuer before the end of the working day.
As part of its participation in Expedited Review, each Participating Jurisdiction has agreed that, unless the
Designated Jurisdiction is advised otherwise within two working days following the date of the preliminary expedited review receipt document, silence will confirm to the Designated Jurisdiction the participation in Expedited Review by the Participating Jurisdiction.
Day 4 Comment letter sent by Facsimile to the issuer by the Designated Jurisdiction, including notation "Expedited Review filing" or equivalent.
Day X Issuer files in the Designated Jurisdiction the documents and fees that are required to be filed in that province in connection with a short form prospectus as specified in the "Table of Documents to be filed in respect of the Clearance of National Issues" forming part of NPS 1.
The Designated Jurisdiction issues the final expedited review receipt document that evidences a final receipt has been issued by each Participating Jurisdiction in which the preliminary short form prospectus was filed other than those that have opted out of Expedited Review.
The Designated Jurisdiction notifies each Participating Jurisdiction other than those that have opted out, by Facsimile, that the final expedited review receipt document has been issued.
Distribution begins in the Designated Jurisdiction and each of the other Participating Jurisdictions.
Day X+Y Issuer completes distribution and pays the additional fee where required to do so.