32-901F - Information statement required for exempt trades by not for profit issuers [F- Rescinded]
| Published Date: | 2005-09-12 |
|---|---|
| Effective Date: | 2005-09-14 |
| Rescinded Date: | 2009-09-28 |
| Document(s): |
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Concurrently Published:
Information statement required for exempt trades by not for profit issuers
Item 1 Face Page
(1)State in bold print on the face page of the information statement:
The issuer offering these securities is organized exclusively for educational, benevolent, fraternal, charitable, religious or recreational purposes and not for profit.
No securities commission or similar regulatory authority has passed on the merits of the securities offered nor has it reviewed this information statement and any representation to the contrary is an offence.
These securities are being offered under section 46 (g) of the Securities Act or section 2.38(1) of National Instrument 45-106 Prospectus and Registration Exemptions which means the issuer is not required to be registered to sell the securities or to provide a purchaser with a prospectus. A purchaser will therefore not have any of the civil remedies available in the Securities Act.
There is no government or other insurance covering the securities.
A purchaser may lose all of his or her investment.
A purchase of the securities offered by this information statement must be considered speculative, and is not a charitable donation for income tax purposes. Refer to “RISK FACTORS” on page _________.
(2)Where no market exists or will exist for the securities after the offering, the following statement must appear in bold print on the face page:
As there is no market for these securities, it may be difficult or even impossible for the purchaser to sell them.
(3)Where applicable, the following statement must appear in bold print on the face page:
The issuer’s continued viability depends on further financing, and not on profits it generates internally. Purchasing the securities offered by this information statement will not guarantee the continuation of the issuer’s operations.
(4)Disclose when the offering expires.
Item 2 Risk Factors
(1)List the risks that could be considered material to a purchaser as follows:
(a)risks in the issuer’s activities
(b)risks in the offering, and
(c)any other risks.
(2)Where the issuer’s annual financial statements have been prepared by the issuer’s management, disclose the risk that the financial statements may not be accurate.
(3)Disclose if the purchaser may become liable to contribute more than what the purchaser invested initially.
(4)Disclose if the issuer is not in good standing under the laws in which it was organized or incorporated.
Item 3 Name and Organization of Issuer
(1)State the name and registered address of the issuer.
(2)If the issuer is a society, limited partnership or trust, state how the issuer was organized and the date the issuer was organized.
(3)If the issuer is a company, state the laws under which it was incorporated and the date the issuer was incorporated.
(4)Provide relevant details of the issuer’s constitution and by-laws, rules, partnership agreement, trust deed or articles of incorporation.
(5)If the issuer is part of a larger group of entities, and this fact is material to the offering of securities, provide the same disclosure about these other entities that is required in sections (2), (3) and (4) of this Item and disclose the relationship of the issuer to these other entities and of the entities to each other.
Item 4 Description of Securities
Describe the securities being offered including their price and material attributes, such as redemption, retraction, and voting rights. If debt securities are being offered, describe how the issuer will service the debt.
Item 5 Outstanding shares
Provide in tabular form designation of the issuer’s shares, amount authorized, amount issued as at the date of the issuer’s most recent balance sheet and amount outstanding if all shares being offered under this information statement are sold.
Item 6 Number and Aggregate Dollar Value of Securities Being Offered
(1)State the number and aggregate dollar value of the securities being offered, including where applicable, both minimum and maximum figures.
(2)If the issuer must raise a minimum amount of funds through the offering, disclose consequences to the purchaser of failure to raise that amount, including the return of funds to the purchaser, describing any deduction or penalty. State the name and address of any person who will hold subscription funds until the minimum amount is raised.
(3)Describe any arrangements to hold any part of the net proceeds in trust and whether proceeds will become available to the issuer only if certain conditions are fulfilled. Describe the procedure for the return of funds to the purchaser.
Item 7 Plan of Distribution
(1)Describe how the securities will be offered and how to subscribe for the securities.
(2)State the name, address and telephone number of any person selling the securities on behalf of the issuer, and the relationship of that person to the issuer.
Item 8 Resale of Securities
(1)Where there are no restrictions on transfer of the securities offered under this information statement, or transfer is permitted to someone other than the existing holders or the issuer, state that a person, other than the issuer, who trades the securities must, before the trade, provide the purchaser with a copy of any information statement and financial and other information concerning the affairs of the issuer that the issuer has provided to the person trading the securities during the two years before the date of the trade of the securities to the purchaser.
(2)Each certificate representing the security must have this legend in bold print:
Before this security is traded to you, the person trading the security must provide you with any information statement and financial and other information concerning the affairs of the issuer that the issuer has provided to the person trading the security during the two years before the trade.
Item 9 Nature of Issuer’s Not-for-Profit Activity
(1)Describe the issuer’s not-for-profit activity and how that activity has developed generally within the past year.
(2)If applicable, summarize how the issuer has used proceeds from previous offerings.
Item 10 Nature of Project or Operations to be Financed
Describe the nature of any project or operations to be financed, including particulars of any transactions conducted on a non-arms length basis.
Item 11 Use of Proceeds
(1)State the net proceeds that the issuer anticipates from the offering.
(2)Provide a detailed breakdown of how the issuer anticipates it will use the net proceeds.
(3)The discussion of the net proceeds must be meaningful. In most cases, it is not sufficient to say only that “the proceeds of the offering will be used for general societal/corporate purposes”.
(4)If a minimum subscription level is required, disclose the priorities for use of both minimum and maximum proceeds of the offering. Indicate, in order of priority, the uses that will be made of the proceeds of the distribution if they are less than expected.
(5)If a particular project will be financed only partially from proceeds of the offering, disclose the source and particulars of additional financing needed to complete the project.
Item 12 Management of Issuer
Provide the name, municipality of residence and principal occupation of:
(1)the issuer’s governors where the issuer is organized as a society;
(2)the general partner where the issuer is organized as a limited partnership, or where the general partner is incorporated, the directors and officers of the general partner;
(3)the trustee and any administrators where the issuer is organized as a trust; or
(4)the directors and officers of the issuer where the issuer is incorporated.
Item 13 Continuous Reporting Obligations to Purchasers
Describe the nature and timing of the financial and other information concerning the affairs of the issuer that the issuer will provide to the purchaser.
Item 14 Financial Statements
(1)A copy of the issuer’s most recent annual financial statements, audited or reviewed by an accountant if available, should form part of the information statement.
(2)Where the effective date of the most recent annual financial statements of the issuer is more than 180 days before the date of the certificate attached to the information statement, the issuer should include a section in the information statement entitled “Management Discussion of Interim Operating Activities”. This section should disclose material changes in the issuer’s financial affairs since the date of the financial statements.
Item 15 Income Tax Consequences
If income tax consequences to the purchaser are material to the offering then
(a)summarize the material income tax consequences to purchasers who are residents of Canada, and
(b)state in bold print that purchasers should consult with their professional advisers regarding tax consequences that apply to the purchasers.
Item 16 Material Contracts
Particularize every material contract entered into by the issuer within two years before the date of the information statement’s certificate and state a time and place at which those agreements or copies of the agreements may be inspected during the offering period.
Item 17 Certificate
Include this certificate in bold print:
This information statement contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made.
The certificate must be dated and signed by:
(1)two governors of the issuer where the issuer is organized as a society;
(2)the general partner where the issuer is organized as a limited partnership, or where the general partner is incorporated, by two directors of general partner;
(3)the trustee and any administrators where the issuer is organized as a trust; or
(4)two senior officers of the issuer where the issuer is incorporated, and on behalf of the directors of the issuer, by any two directors other than the two senior officers mentioned. Where the issuer has only three directors, two of whom are senior officers, all three directors must sign the certificate.