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Securities Law

44-101 - Short Form Prospectus Distributions [NI - Rescinded]

Published Date: 2005-01-04
Effective Date: 2005-01-04
Rescinded Date: 2005-12-30
Document(s):

Concurrently Published:

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 Forms 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 Recent 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            AUDIT REQUIREMENT FOR FINANCIAL STATEMENTS OF AN ISSUER

7.1             Audit Requirement
7.2             [Repealed]
7.3             Exception to Audit Requirement
7.4             [Repealed]
7.5             [Repealed]

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

 
 
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
APPENDIX A
AUTHORIZATION OF
INDIRECT COLLECTION OF PERSONAL INFORMATION



The attached Schedule 1 contains information concerning the name, position with or relationship to issuer, name and address of employer, if other than the issuer, residential address, date and place of birth and citizenship of each director, executive officer, promoter, if any, and each director and executive officer of the promoter, if any, of the issuer named below (the "Issuer") as required by securities legislation, unless previously delivered to the regulator. The Issuer hereby confirms that each person or company listed on Schedule 1

(a) has been notified by the Issuer

(i) of the Issuer's delivery to the regulator of the information pertaining to the person or company as set out in Schedule 1,
(ii) that such information is being collected indirectly by the regulator under the authority granted to it in securities legislation,

(iii) that such information is being collected for the purpose of enabling the regulator to discharge his/her obligations under the provisions of securities legislation that, among other things, require or permit the regulator to refuse to issue a receipt for a prospectus if it appears to the regulator that the past conduct of management or promoters of the issuer affords reasonable grounds for belief that the business of the issuer will not be conducted with integrity and in the best interests of its securityholders, and

(iv) that the title, business address and business telephone number of the public official in the local jurisdiction as set out in the attached Schedule 2, who can answer questions about the regulator's indirect collection of the information; and

(b) has authorized the indirect collection of the information by the regulator.


Date:


Name of Issuer

Per:


Name


Official Capacity

(Please print the name of the
individual whose signature
appears in the official capacity)


Schedule 1 Personal Information
to Appendix A Authorization of Indirect
Collection of Personal Information
[Name of Issuer]


Name and Position with or Relationship to IssuerName and Address ofEmployer, if other than IssuerResidential AddressDate and Place of BirthCitizenship


Schedule 2 Public Official
to Appendix A Authorization of Indirect
Collection of Personal Information

Local JurisdictionPublic Official

Alberta Executive Director
Alberta Securities Commission
Suite 400
300 - 5th Avenue S.W.
Calgary, Alberta T2P 3C4
Telephone: (403) 297-4228

British Columbia Supervisor, Registration
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
Telephone: (604) 899-6692
Toll Free within British Columbia: 1-800 373-6393

Manitoba Director
Manitoba Securities Commission
Consumer and Corporate Affairs
Administration
1034 - 405 Broadway
Winnipeg, Manitoba R3C 3L6
Telephone: (204) 945-2653

New Brunswick Administrator
Department of Justice
Securities Branch
Harbour Building, 133 Prince William Street
Suite 606, P.O. Box 5001
Saint John, New Brunswick E2L 4Y9
Telephone: (506) 658-3060

Newfoundland Director of Securities
Department of Government Services and Lands
P.O. Box 8700
West Block, 2nd Floor, Confederation Building
St. John's, Newfoundland A1B 4J6
Telephone: (709) 729-4189

Northwest Territories Government of the Northwest Territories
Securities Registries
Department of Justice
P.O. Box 1320,
Yellowknife, Northwest Territories X1A 2L9

Nova Scotia Deputy Director, Compliance and Enforcement
Nova Scotia Securities Commission
P.O. Box 458
Halifax, Nova Scotia B3J 2P8
Telephone: (902)424-5354

Nunavut Nunavut Legal Registries
Government of Nunavut
BAG 9500
Yellowknife, Northwest Territories X1A 2R3

Ontario Administrative Assistant to the
Director of Corporate Finance
Ontario Securities Commission
18th Floor, 20 Queen Street West
Toronto, Ontario M5H 2S8
(416) 597-0681

Prince Edward Island Deputy Registrar, Securities Division
Shaw Building
95 Rochford Street, P.O. Box 2000, 4th Floor
Charlottetown, Prince Edward Island C1A 7N8
Telephone: (902) 368-4550

Quebec Secretary and Director
Legal Department
Commission d'accès à l'information
Québec City (Head Office)
575, rue St-Amable
Bureau 1.10
Québec, Québec G1R 2G4
Telephone: (418) 528-7741
Toll Free in Québec: (888) 628-7741

Saskatchewan Director
Saskatchewan Securities Commission
800-1920 Broad Street
Regina, Saskatchewan S4P 3V7
Telephone: (306) 787-5842

Yukon Registrar of Securities
Department of Justice
Andrew A. Philipsen Law Centre
2130 - 2nd Avenue, 3rd Floor
Whitehorse, Yukon Territory Y1A 5H6
Telephone: (867) 667-5005




NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
APPENDIX B
ISSUER FORM OF SUBMISSION TO
JURISDICTION AND APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS


1. Name of issuer (the "Issuer"):
____________________________________________________________

2. Jurisdiction of incorporation, or equivalent, of Issuer:
____________________________________________________________

3. Address of principal place of business of Issuer:
____________________________________________________________

4. Description of securities (the "Securities"):
____________________________________________________________

5. Date of the short form prospectus (the "Short Form Prospectus") under which the Securities are offered:
____________________________________________________________

6. Name of agent for service of process (the "Agent"):
____________________________________________________________

7. Address for service of process of Agent in Canada (the address may be anywhere in Canada):
____________________________________________________________

8. The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising out of, relating to or concerning the distribution of the Securities made or purported to be made under the Short Form Prospectus or the obligations of the Issuer as a reporting issuer, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding.

9. The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of
(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces [and territories] of Canada in which the securities are distributed under the Short Form Prospectus; and

(b) any administrative proceeding in any such province [or territory],
in any Proceeding arising out of or related to or concerning the distribution of the Securities made or purported to be made under the Short Form Prospectus or the obligations of the issuer as a reporting issuer.

10. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.

11. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before any change in the name or above address of the Agent.

12. This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of [insert province or territory of above address of Agent].

Dated: _________________ __________________________________________
Signature of Issuer

__________________________________________
Print name and title of signing
officer of Issuer

AGENT
The undersigned accepts the appointment as agent for service of process of [insert name of Issuer] under the terms and conditions of the appointment of agent for service of process stated above.


Dated: ________________ __________________________________________
Signature of Agent

__________________________________________
Print name of person signing and, if Agent is not an individual, the title of the person



NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
APPENDIX C
NON-ISSUER FORM OF SUBMISSION TO
JURISDICTION AND APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS


1. Name of issuer (the "Issuer"):
__________________________________________________________________

2. Jurisdiction of incorporation, or equivalent, of Issuer:
__________________________________________________________________

3. Address of principal place of business of Issuer:
__________________________________________________________________

4. Description of securities (the "Securities"):
__________________________________________________________________

5. Date of the short form prospectus (the "Short Form Prospectus") under which the Securities are offered:
__________________________________________________________________

6. Name of person filing this form (the "Filing Person"):
__________________________________________________________________

7. Filing Person's relationship to Issuer:
__________________________________________________________________

8. Jurisdiction of incorporation, or equivalent, of Filing Person, if applicable, or jurisdiction of residence of Filing Person:
__________________________________________________________________

9. Address of principal place of business of Filing Person:
__________________________________________________________________

10. Name of agent for service of process (the "Agent"):
__________________________________________________________________

11. Address for service of process of Agent in Canada (which address may be anywhere in Canada):
__________________________________________________________________

12. The Filing Person designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising out of, relating to or concerning the distribution of the Securities made or purported to be made under the Short Form Prospectus, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring the Proceeding.

13. The Filing Person irrevocably and unconditionally submits to the non-exclusive jurisdiction of
(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces [and territories] of Canada in which the securities are distributed under the Short Form Prospectus; and
(b) any administrative proceeding in any such province [or territory],
in any Proceeding arising out of or related to or concerning the distribution of the Securities made or purported to be made under the Short Form Prospectus.

14. Until six years after completion of the distribution of the Securities made under the Short Form Prospectus, the Filing Person shall file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.

15. Until six years after completion of the distribution of the Securities under the Short Form Prospectus, the Filing Person shall file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before a change in the name or above address of the Agent.

16. This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of [insert province or territory of above address of Agent].

Dated: _________________ __________________________________________
Signature of Filing Person

__________________________________________
Print name of person signing and, if the Filing Person is not an individual, the title of the person
AGENT
The undersigned accepts the appointment as agent for service of process of [insert name of Filing Person] under the terms and conditions of the appointment of agent for service of process stated above.


Dated: _________________ __________________________________________
Signature of Agent
__________________________________________
Print name of person signing and, if the Agent is not an individual, the title of the person