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Securities Law

44-101 - Short Form Prospectus Distributions [NI - Rescinded]

Published Date: 2000-12-22
Effective Date: 2000-12-31
Rescinded Date: 2003-09-30
Document(s):

NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS

TABLE OF CONTENTS

PART           TITLE

PART 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions
1.2 Significant Acquisitions
1.3 Application of the Income Test
1.4 Probable Acquisitions
1.5 Acquisitions
1.6 Significant Dispositions
1.7 References to Information Included in a Document
1.8 References to Information to be Included in a Document
1.9 Incorporation by Reference
1.10 Interpretation of "Short Form Prospectus"

PART 2 QUALIFICATION TO FILE A PROSPECTUS IN THE FORM OF A SHORT FORM PROSPECTUS

2.1 Short Form Prospectus
2.2 Basic Qualification Criteria
2.3 Alternative Qualification Criteria for Substantial Issuers
2.4 Alternative Qualification Criteria for Issuers of Approved Rating Non-Convertible Securities
2.5 Alternative Qualification Criteria for Issuers of Guaranteed Non-Convertible Debt Securities, Preferred Shares and Cash Settled Derivatives
2.6 Alternative Qualification Criteria for Issuers of Guaranteed Convertible Debt Securities or Preferred Shares
2.7 Alternative Qualification Criteria for Issuers of Asset-Backed Securities
2.8 Alternative Qualification Criteria Following Reorganizations
2.9 Calculation of the Aggregate Market Value of an Issuer’s Securities
2.10 Adoption by Successor Issuer of a Participant’s AIF Following Reorganization

PART 3 AIF

3.1 Initial AIF
3.2 Renewal AIF Filing Procedures
3.3 Supporting Documents
3.4 Alternative Form of AIF

PART 4 DISCLOSURE IN A SHORT FORM PROSPECTUS OF FINANCIAL STATEMENTS FOR SIGNIFICANT ACQUISTIONS

4.1 Scope
4.2 Financial Statement Disclosure for Significant Acquisitions Completed During the Issuer’s Three Most Recently Completed Financial Years
4.3 Financial Statement Disclosure for Significant Acquisitions Completed During the Issuer’s Current Financial Year
4.4 Financial Statement Disclosure for Significant Probable Acquisitions
4.5 Pro Forma Financial Statements
4.6 Reporting Periods
4.7 Additional Financial Statements or Financial Information of the Business Filed or Released
4.8 Exceptions to Disclosure Requirements for Significant Acquisitions if More Recent Financial Statements Included
4.9 Exceptions to Disclosure Requirements for Significant Acquisitions if Financial Year End Changed
4.10 Exception to Disclosure Requirements for Significant Acquisitions Accounted for Using the Equity Method
4.11 Additional Disclosure for Significant Acquisitions After Financial Year End Accounted for Using the Purchase Method
4.12 Audit Requirement for Financial Statements of a Business
4.13 Exception to Audit Requirement for Interim Financial Statements of a Business
4.14 Exception to Audit Requirement for Recent Financial Statements of a Business
4.15 Exception to Audit Requirement for Financial Statements of a Business Included in a Previous Prospectus without an Audit Opinion
4.16 Compilation Report for Pro Forma Financial Statements

PART 5 FINANCIAL STATEMENT DISCLOSURE FOR MULTIPLE ACQUISTIONS THAT ARE NOT OTHERWISE SIGNIFICANT OR RELATED

5.1 Scope
5.2 Historical Financial Statement Disclosure
5.3 Additional Financial Statements or Financial Information of the Business Filed or Released
5.4 Exceptions to Disclosure Requirements for Multiple Acquisitions if More Recent Financial Statements Included
5.5 Exception to Disclosure Requirements for Multiple Acquisitions if Financial Year End Changed
5.6 Audit Requirement for Financial Statements of a Business
5.7 Exception to Audit Requirement for Interim Financial Statements of a Business
5.8 Exception to Audit Requirement for Recent Financial Statements of a Business
5.9 Compilation Report for Pro Forma Financial Statements

PART 6 PRO FORMA FINANCIAL STATEMENT DISCLOSURE FOR SIGNIFICANT DISPOSITIONS

6.1 Scope
6.2 Pro Forma Financial Statements

PART 7 GAAP, GAAS, AUDITORS’ REPORTS AND OTHER FINANCIAL STATEMENT MATTERS

7.1 Generally Accepted Accounting Principles
7.2 Exception to the Requirement to Reconcile Financial Statements Prepared in Accordance with Foreign GAAP
7.3 Audit Requirement
7.4 Generally Accepted Auditing Standards
7.5 Foreign Auditor’s Report

PART 8 AUDIT COMMITTEE REVIEW OF FINANCIAL STATEMENTS INCLUDED IN A SHORT FORM PROSPECTUS

8.1 Audit Committee Review of Financial Statements Included in a Short Form Prospectus

PART 9 DEEMED INCORPORATION BY REFERENCE

9.1 Deemed Incorporation by Reference of Filed Documents
9.2 Deemed Incorporation by Reference of Subsequently Filed Documents

PART 10 FILING REQUIREMENTS FOR A SHORT FORM PROSPECTUS

10.1 Interpretation of "Prospectus"
10.2 Required Documents for Filing a Preliminary Short Form Prospectus
10.3 Required Documents for Filing a Short Form Prospectus
10.4 Consent of Experts
10.5 Filing of French Language Version
10.6 Prohibition on Filing
10.7 Material Contracts

PART 11 AMENDMENTS TO A SHORT FORM PROSPECTUS

11.1 Form of Amendment
11.2 Required Documents for Filing an Amendment
11.3 Auditor’s Letter
11.4 Forwarding Amendments
11.5 Amendment to Preliminary Short Form Prospectus
11.6 Amendment to Short Form Prospectus

PART 12 NON-FIXED PRICE OFFERINGS AND REDUCTION OF OFFERING PRICE UNDER SHORT FORM PROSPECTUS

12.1 Non-Fixed Price Offerings and Reduction of Offering Price under Short Form Prospectus

PART 13 CIRCULARS

13.1 Use of Short Form Prospectus Disclosure in Securities Exchange Take-Over Bid Circular and Securities Exchange Issuer Bid Circular
13.2 Use of Short Form Prospectus Disclosure in Information Circular
13.3 Information Circular Disclosure regarding Availability of Information

PART 14 SOLICITATIONS OF EXPRESSIONS OF INTEREST

14.1 Solicitations of Expressions of Interest

PART 15 EXEMPTION

15.1 Exemption
15.2 Evidence of Exemption
15.3 Exemption under Prior Policy

PART 16 EFFECTIVE DATE

16.1 Effective Date