44-101F2 - Short Form Prospectus Distributions Form 44-101F2 Short Form Prospectus [Proposed F - Lapsed]
| Published Date: | 1999-12-17 |
|---|
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
FORM 44-101F2
SHORT FORM PROSPECTUS
TABLE OF CONTENTS
TITLE
Item 1: Cover Page Disclosure
1.1 Required Language
1.2 Preliminary Short Form Prospectus Disclosure
1.3 Basic Disclosure about the Distribution
1.4 Distribution
1.5 Non-Fixed Price Distributions
1.6 Reduced Price Distributions
1.7 Market for Securities
1.8 Underwriter(s)
1.9 International Issuers
Item 2: Name of Issuer
2.1 Name of Issuer
Item 3: Summary Description of Business
3.1 Summary of Description of Business
Item 4: Consolidated Capitalization
4.1 Consolidated Capitalization
Item 5: Use of Proceeds
5.1 Proceeds
5.2 Principal Purposes
Item 6: Plan of Distribution
6.1 Disclosure of Market Out
6.2 Best Efforts Offering
6.3 Determination of Price
6.4 Over-Allotments
6.5 Minimum Distribution
6.6 Reduced Price Distributions
6.7 Listing Application
6.8 Conditional Listing Approval
Item 7: Earnings Coverage Ratios
7.1 Earnings Coverage Ratios
Item 8: Description of Securities Being Distributed
8.1 Shares
8.2 Debt Securities
8.3 Asset-backed Securities
8.4 Specified Derivatives
8.5 Other Securities
8.6 Modification of Terms
8.7 Ratings
Item 9: Selling Securityholder
9.1 Selling Securityholder
Item 10: Resource Property
10.1 Resource Property
Item 11: Acquisitions and Dispositions
11.1 Acquisitions and Dispositions
Item 12: Documents Incorporated by Reference
12.1 Mandatory Incorporation by Reference
12.2 Mandatory Incorporation by Reference of Future Documents
12.3 Exception for Guaranteed Securities
12.4 Required Language
12.5 Exception for Certain Filings |
12.6 List of Material Change Reports
Item 13: Issues of Guaranteed Securities
13.1 Issuer Disclosure
13.2 Credit Supporter Disclosure
Item 14: Relationship between Issuer or Selling Securityholder and Underwriter
14.1 Relationship between Issuer or Selling Securityholder and Underwriter
Item 15: Interest of Experts
15.1 Interest of Experts
Item 16: Promoters
16.1 Promoters
Item 17: Other Material Facts
17.1 Other Material Facts
Item 18: Statutory Rights of Withdrawal and Rescission
18.1 General
18.2 Non-fixed Price Offerings
Item 19: Reconciliation to Canadian GAAP
19.1 Reconciliation to Canadian GAAP
Item 20: Certificates
20.1 Officers, Directors and Promoters
20.2 Underwriters
20.3 Credit Supporters
20.4 Amendments
NATIONAL INSTRUMENT 44-101
PROMPT OFFERING QUALIFICATION SYSTEM
FORM 44-101F2
SHORT FORM PROSPECTUS
INSTRUCTIONS
(1) The objective of the short form prospectus is to provide information concerning the issuer that an investor needs in order to make an informed investment decision. This Form sets out specific disclosure requirements that are in addition to the general requirement under securities legislation to provide full, true and plain disclosure of all material facts relating to the securities to be distributed. Certain rules of specific application impose prospectus disclosure obligations in addition to those described in this Form.
(2) Terms used and not defined in this Form that are defined or interpreted in National Instrument 44-101 Short Form Prospectus Distributions shall bear that definition or interpretation.
(3) Unless an item specifically requires disclosure only in the preliminary short form prospectus, the disclosure requirements set out in this Form apply to both the preliminary short form prospectus and the short form prospectus. Details concerning the price and other matters dependent upon or relating to price, such as the number of securities being distributed, may be left out of the preliminary short form prospectus, along with specifics concerning the plan of distribution, to the extent that these matters have not been decided.
(4) Any information required in a short form prospectus may be incorporated by reference in the short form prospectus, other than confidential material change reports. Clearly identify in a short form prospectus any document incorporated by reference. If an excerpt of a document is incorporated by reference, clearly identify the excerpt in the short form prospectus by caption and paragraph of the document. Any material incorporated by reference in a short form prospectus is required under sections 8.1 and 8.2 of National Instrument 44-101 to be filed with the short form prospectus unless it has been previously filed.
(5) The disclosure must be understandable to readers and presented in any easy to read format. The presentation information should comply with the plain language principles listed in section 8.2 of Companion Policy 44-101CP Short Form Prospectus Distributions. The use of jargon should be avoided and all technical terms should be defined.
(6) No reference need be made to inapplicable items and, unless otherwise required in this Form, negative answers to items may be omitted.
(7) Where the term "issuer" is used, it may be necessary, in order to meet the requirement for full, true and plain disclosure of all material facts, to also include disclosure with respect to the issuer's subsidiaries and investees. If it is more likely than not that a person or company will become a subsidiary or investee, it may be necessary to also include disclosure with respect to the person or company.
(8) An issuer that is a special purpose vehicle may have to modify the disclosure items to reflect the special purpose nature of its business.
(9) If disclosure is required as of a specific date and there has been a material change or change that is otherwise significant in the required information subsequent to that date, present the information as of the date of the change or a date subsequent to the change instead.
(10) If the term "class" is used in any item to describe securities, the term includes a series of a class.
Item 1: Cover Page Disclosure
1.1 Required Language - State in italics at the top of the cover page the following:
"No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise."
1.2 Preliminary Short Form Prospectus Disclosure - Print in red ink on the left hand side of the cover page the following, with the bracketed information completed:
"A copy of this preliminary short form prospectus has been filed with [the securities regulatory authority(ies) in each of/certain of the provinces/provinces and territories of Canada] but has not yet become final for the purpose of a distribution. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be distributed until a receipt for the short form prospectus is obtained from the securities regulatory [authority(ies)]."
1.3 Basic Disclosure about the Distribution - State the following immediately below the disclosure required under Items 1.1 and 1.2, with the bracketed information completed:
[Preliminary] Short Form Prospectus
[Initial Public Offering or New Issue and/or Secondary Offering]
(Date)
Name of Issuer
[number and type of securities qualified for distribution under the short form prospectus, including any options or warrants, and the price per security]
INSTRUCTIONS
(1) The description of the number and type of securities being distributed shall include the restricted share terms, if any, prescribed by securities legislation.
(2) If the offering price is in a currency other than the Canadian dollar or the U.S. dollar, comply with the exchange rate disclosure requirements of National Instrument 52-102 Use of Currencies, once in force. Until National Instrument 52-102 is in force, issuers should refer to National Policy No. 14 Acceptability of Currencies in Material Filed with Securities Regulatory Authorities.
1.4 Distribution
(1) If the securities are being distributed for cash, provide the information called for below, in substantially the following tabular form or in a note to the table:
| Price to public (a) | Underwriting discounts or commissions (b) | Proceeds to issuer or selling securityholders (c) |
Per security |
|
|
|
Total |
|
|
|
(2) If there is an over-allotment option, describe the terms of the option and the fact that the short form prospectus qualifies both the grant of the option and the issuance or transfer of securities that will be issued or transferred if the option is exercised.
(3) If the distribution of the securities is to be on a best efforts basis, provide totals for both the minimum and maximum subscriptions, if applicable.
(4) If debt securities are distributed at a premium or a discount, state in bold type the effective yield if held to maturity.
(5) Disclose separately those securities that are underwritten, those under option and those to be sold on a best efforts basis and, in the case of a best efforts distribution, the latest date that the distribution is to remain open.
(6) In column (b) of the table, disclose only commissions paid or payable in cash by the issuer or selling securityholder and discounts granted. Set out in a note to the table
(a) commissions or other consideration paid or payable by persons or companies other than the issuer or selling securityholder;
(b) consideration other than discounts granted and cash paid or payable by the issuer or selling securityholder, including warrants and options; and
(c) any finder's fees or similar required payment.
(7) If a security is being distributed for the account of a selling securityholder, state the name of the selling securityholder and a cross-reference to the applicable section in the short form prospectus where further information about the selling securityholder is provided. State the portion of expenses of the distribution to be borne by the selling securityholder and, if none of the expenses of the distribution are being borne by the selling securityholder, include a statement to that effect and discuss the reasons why this is the case.
(8) If the underwriter has been granted a compensation option, state whether the short form prospectus qualifies the grant of all or part of the compensation option and provide a cross-reference to the applicable section in the short form prospectus where further information about the compensation option is provided.
INSTRUCTIONS
(1) Estimate amounts, if necessary. For non-fixed price distributions that are being made on a best efforts basis, disclosure of the information called for by the table may be set forth as a percentage or a range of percentages and need not be set forth in tabular form.
(2) If debt securities are being distributed, express the information as a percentage.
1.5 Non-Fixed Price Distributions - If the securities are being distributed at non-fixed prices, disclose
(a) the discount allowed or commission payable to the underwriter;
(b) any other compensation payable to the underwriter and, if applicable, that the underwriter's compensation will be increased or decreased by the amount by which the aggregate price paid for the securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter to the issuer or selling securityholder;
(c) that the securities to be distributed under the short form prospectus will be distributed, as applicable, at
(i) prices determined by reference to the prevailing price of a specified security in a specified market,
(ii) market prices prevailing at the time of sale, or
(iii) prices to be negotiated with purchasers;
(d) that prices may vary as between purchasers and during the period of distribution;
(e) if the price of the securities is to be determined by reference to the prevailing price of a specified security in a specified market, the price of the specified security in the specified market at the latest practicable date;
(f) if the price of the securities will be the market price prevailing at the time of sale, the market price at the latest practicable date; and
(g) the net proceeds or, if the distribution is to be made on a best efforts basis, the minimum amount of net proceeds, if any, to be received by the issuer or selling securityholder.
1.6 Reduced Price Distributions - If an issuer, underwriter or selling securityholder wishes to be able to decrease the price at which securities are distributed for cash from the initial offering price disclosed in the short form prospectus, include in bold type a cross-reference to the section in the short form prospectus where disclosure concerning the possible price decrease is provided.
1.7 Market for Securities
(1) Identify the exchange(s) and quotation system(s), if any, on which securities of the issuer of the same class as the securities being distributed are traded or quoted and the market price of those securities as of the latest practicable date.
(2) Disclose any intention to stabilize the market and provide a cross-reference to the section in the short form prospectus where further information about market stabilization is provided.
(3) If no market for the securities being distributed under the short form prospectus exists or is to exist after the distribution, state the following in bold type:
"There is no market through which these securities may be sold and purchasers may not be able to resell securities purchased under the short form prospectus."
1.8 Underwriter(s)
(1) State the name of each underwriter.
(2) If applicable,
(a) until the Multilateral Instrument 33-105 Underwriting Conflicts comes into force, provide the disclosure required by Item 15 of Appendix B of National Policy Statement No. 47 Prompt Offering Qualification System as that National Policy read immediately before it was revoked; and
(b) after Multilateral Instrument 33-105 comes into force, comply with the requirements of Multilateral Instrument 33-105 for cover page prospectus disclosure.
(3) If an underwriter has agreed to purchase all of the securities being distributed at a specified price and the underwriter's obligations are subject to conditions, state the following, with the bracketed information completed:
"We, as principals, conditionally offer these securities, subject to prior sale, if, as and when issued by [name of issuer] and accepted by us in accordance with the conditions contained in the underwriting agreement referred to under Plan of Distribution."
(4) If an underwriter has agreed to purchase a specified number or principal amount of the securities at a specified price, state that the securities are to be taken up by the underwriter, if at all, on or before a date not later than 42 days after the date of the receipt for the short form prospectus.
(5) If there is no underwriter involved in the distribution, provide a statement in bold type to the effect that no underwriter has been involved in the preparation of the short form prospectus or performed any review of the contents of the short form prospectus.
1.9 International Issuers - If the issuer, a selling securityholder, a credit supporter of the securities being distributed under the short form prospectus or a promoter of the issuer is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, state that the following on the cover page or under a separate heading elsewhere in the short form prospectus, with the bracketed information completed:
"The [issuer, selling securityholder, credit supporter and/or promoter] is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada. Although [the issuer, selling securityholder, credit supporter and/or promoter] has appointed [name(s) and address(es) of agent(s) for service] as its agent(s) for service of process in [list jurisdictions] it may not be possible for investors to collect from the issuer, selling securityholder, credit supporter or promoter, judgments obtained in Canadian courts predicated on the civil liability provisions of securities legislation."
Item 2: Name of Issuer
2.1 Name of Issuer - State the full corporate name of the issuer or, if the issuer is an unincorporated entity, the full name under which the entity exists and carries on business and the address(es) of the issuer's head and registered office.
Item 3: Summary Description of Business
3.1 Summary of Description of Business - Provide a brief summary on a consolidated basis of the business carried on and intended to be carried on by the issuer.
Item 4: Consolidated Capitalization
4.1 Consolidated Capitalization - Describe any material change in, and the effect of the material change on, the share and loan capital of the issuer, on a consolidated basis, since the date of the comparative financial statements for the issuer's most recently completed financial year filed with the securities regulatory authority.
Item 5: Use of Proceeds
5.1 Proceeds - State the estimated net proceeds to be received by the issuer or selling securityholder or, in the case of a non-fixed price distribution or a distribution to be made on a best efforts basis, the minimum amount, if any, of net proceeds to be received by the issuer or selling securityholder from the sale of the securities distributed. If the short form prospectus is used for a special warrant or similar transaction, state the amount that has been received by the issuer of the special warrants or similar securities on the sale of the special warrants or similar securities.
5.2 Principal Purposes - Describe in reasonable detail and, if appropriate using tabular form, each of the principal purposes, with approximate amounts, for which the net proceeds will be used by the issuer.
Item 6: Plan of Distribution
6.1 Disclosure of Market Out - If securities are distributed by an underwriter that has agreed to purchase all of the securities at a specified price and the underwriter's obligations are subject to conditions, include a statement in substantially the following form, with the bracketed information completed and with modifications necessary to reflect the terms of the distribution:
"Under an agreement dated [insert date of agreement] between [insert name of issuer or selling securityholder] and [insert name(s) of underwriter(s)], as underwriter[s], [insert name of issuer or selling securityholder] has agreed to sell and the underwriter[s] [has/have] agreed to purchase on [insert closing date] the securities at a price of [insert offering price], payable in cash to [insert name of issuer or selling securityholder] against delivery. The obligations of the underwriter[s] under the agreement may be terminated at [its/their] discretion on the basis of [its/their] assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. The underwriter[s] [is/are], however, obligated to take up and pay for all of the securities if any of the securities are purchased under the agreement."
6.2 Best Efforts Offering - Outline briefly the plan of distribution of any securities being distributed other than on the basis described in Item 6.1.
6.3 Determination of Price - Disclose the method by which the distribution price has been or will be determined and, if estimates have been provided, explain the process for determining the estimates.
6.4 Over-Allotments - If the issuer, a selling securityholder or an underwriter knows or has reason to believe that there is an intention to over-allot or that the price of any security may be stabilized to facilitate the distribution of the securities, disclose this information.
6.5 Minimum Distribution - If a minimum amount of funds is required under the issue and the securities are to be distributed on a best efforts basis, state the minimum amount required to be raised and the maximum that could be raised. Also indicate that the distribution will not continue for a period of more than 90 days after the date of the receipt for the short form prospectus if subscriptions representing the minimum amount of funds are not obtained within that period, unless each of the persons and companies who subscribed within that period has consented to the continuation.
6.6 Reduced Price Distributions - If an issuer, underwriter or selling securityholder wishes to be able to decrease the price at which securities are distributed for cash from the initial public offering price disclosed in the short form prospectus and thereafter change, from time to time, the price at which securities are distributed under the short form prospectus in accordance with the procedures permitted by National Instrument 44-101, disclose that, after the underwriter has made a reasonable effort to sell all of the securities at the initial public offering price disclosed in the short form prospectus, the offering price may be decreased, and further changed from time to time, to an amount not greater than the initial offering price disclosed in the short form prospectus and that the compensation realized by the underwriter will be decreased by the amount that the aggregate price paid by purchasers for the securities is less than the gross proceeds paid by the underwriter to the issuer or selling securityholder.
6.7 Listing Application - If application has been made to list or quote the securities being distributed, include a statement, in substantially the following form, with bracketed information completed:
"The issuer has applied to [list/quote] the securities distributed under this short form prospectus on [name of exchange or other market]. [Listing/Quotation] will be subject to the issuer fulfilling all the listing requirements of [name of exchange or other market]."
6.8 Conditional Listing Approval - If application has been made to list or quote the securities being distributed and conditional listing approval has been received, include a statement in substantially the following form, with the bracketed information completed:
"[name of exchange or other market] has conditionally approved the [listing/quotation] of these securities. [Listing/Quotation] is subject to the [name of the issuer] fulfilling all of the requirements of the [name of exchange or market] on or before [date], [including distribution of these securities to a minimum number of public securityholders.]"
Item 7: Earnings Coverage Ratios
7.1 Earnings Coverage Ratios
(1) If the securities being distributed are debt securities having a term to maturity in excess of one year or are preferred shares, disclose the following earnings coverage ratios adjusted in accordance with paragraph (2):
1. The earnings coverage ratio based on the 12 month period ended on the last day of the most recently completed period for which audited annual financial statements of the issuer have been, or are required to have been, filed with any Canadian securities regulatory authority.
2. The earnings coverage ratio based on the 12 month period ended on the last day of the most recently completed period for which interim financial statements of the issuer have been, or are required to have been, filed with any Canadian securities regulatory authority, if the period is subsequent to the last day of the most recently completed period for which audited annual financial statements of the issuer have been, or are required to have been, filed with any Canadian securities regulatory authority.
(2) Adjust the ratios referred to in paragraph (1) to reflect
(a) the issuance of the securities being distributed under the short form prospectus, based on the price at which these securities are expected to be distributed;
(b) in the case of a distribution of preferred shares,
(i) all preferred shares issued since the date of the annual or interim financial statements, and
(ii) all preferred shares repurchased, redeemed, or otherwise retired since the date of the annual or interim financial statements and all preferred shares to be repurchased, redeemed, or otherwise retired from the proceeds to be realized from the sale of securities under the short form prospectus;
(c) the issuance of all long-term financial liabilities, as defined in the Handbook;
(d) the repayment, redemption or other retirement of all long-term financial liabilities, as defined in the Handbook, since the date of the annual or interim financial statements and all long-term financial liabilities to be repaid or redeemed from the proceeds to be realized from the sale of securities distributed under the short form prospectus; and
(e) the servicing costs that were incurred, or are expected to be incurred, in relation to the adjustments.
(3) If the issuer is distributing, or has outstanding, debt securities that are accounted for, in whole or in part, as equity under Canadian GAAP, disclose in notes to the ratios required under paragraph (1)
(a) that the ratios have been calculated excluding the carrying charges for those securities that have been reflected in equity in the calculation of the issuer's interest and dividend obligations;
(b) that if those securities had been accounted for in their entirety as debt for the purpose of calculating the ratios required under paragraph (1), the entire amount of the annual carrying charges for those securities would have been reflected in the calculation of the issuer's interest and dividend obligations; and
(c) the earnings coverage ratios for the periods referred to in paragraph (1), calculated as though those securities had been accounted for as debt.61
61 This subsection is new and has been added to address compound instruments.
INSTRUCTIONS
(1) Cash flow coverage may be disclosed but only as a supplement to earnings coverage and only if the method of calculation is fully disclosed. Earnings coverage is calculated by dividing an entity's earnings (the numerator) by its interest and dividend obligations (thedenominator).
(2) For the earnings coverage calculation
(a) the numerator should be calculated using consolidated net income before interest and income taxes;
(b) imputed interest income from the proceeds of a distribution should not be added to the numerator;
(c) an issuer may also present, as supplementary disclosure, a coverage calculation based on earnings before discontinued operations and extraordinary items;
(d) for distributions of debt securities, the appropriate denominator is interest expense determined in accordance with generally accepted accounting principles, after giving effect to the new debt issue and any retirement of obligations plus the amount of interest that has been capitalized during the period;
(e) for distributions of preferred shares
(i) the appropriate denominator is dividends declared during the period, together with undeclared dividends on cumulative preferred shares, after giving effect to the new preferred share issue, plus the issuer's annual interest requirements, including the amount of interest that has been capitalized during the period, less any retirement obligations,
(ii) the coverage calculation should gross up dividends to a before-tax equivalent (the "prior deduction method") using the issuer's effective income tax rate (the rate that is reconciled to the basic income tax rate in the issuer's financial statement notes), and
(iii) the combined interest and dividend method (the "combined method"), and not the prior deduction method, should be used to calculate earnings coverage; and
(f) for distributions of both debt securities and preferred shares, the appropriate denominator is the same as for a preferred share issue, except that the denominator should also reflect the effect of the debt being offered pursuant to the short form prospectus.
(3) The prior deduction method referred to in Instruction 2(e)(ii) reflects the net coverage for preferred dividends after meeting interest obligations and results in a higher ratio than the combined method. As investors may falsely interpret the higher ratio as indicating less risk, without appreciating the fact that debtholders rank before preferred shareholders, the combined method should be used, although disclosure of a supplementary coverage ratio calculated using the prior deduction method is permitted.
(4) The denominator represents a pro forma calculation of the aggregate of an issuer's interest obligations on all long-term debt and dividend obligations (including both dividends declared and undeclared dividends on cumulative preferred shares) with respect to all outstanding preferred shares, as adjusted to reflect
(a) the issuance of all long-term debt and, in addition in the case of an issuance of preferred shares, all preferred shares issued, since the date of the annual or interim financial statements;
(b) the issuance of the securities that are to be distributed under the short form prospectus, based on a reasonable estimate of the price at which these securities will be distributed;
(c) the repayment or redemption of all long-term debt since the date of the annual or interim financial statements, all long-term debt to be repaid or redeemed from the proceeds to be realized from the sale of securities under the short form prospectus and, in addition, in the case of an issuance of preferred shares, all preferred shares repaid or redeemed since the date of the annual or interim financial statements and all preferred shares to be repaid or redeemed from the proceeds to be realized from the sale of securities under the short form prospectus; and
(d) the servicing costs that were incurred, or will be incurred, in relation to the above adjustments.
(5) If meaningful in the circumstances, the earnings coverage ratio must be calculated and disclosed based on a pro forma income statement that is included in a short form prospectus.62
62 This instruction has been revised to delete the part of the instruction that provided if paragraph 3 of Item 12.1 required the inclusion of interim financial statements in the short form prospectus, earnings coverage had to be calculated based on the updated financial statements.
(6) For debt securities, disclosure of earnings coverage shall include language similar to the following:
"The Company's interest requirements, after giving effect to the issue of [the debt securities to be distributed under the short form prospectus], amounted to $ for the 12 months ended . The Company's earnings before interest and income tax for the 12 months then ended was $, which is times the Company's interest requirements for this period."
(7) For preferred share issues, disclosure of earnings coverage shall include languagesimilar to the following:
"The Company's dividend requirements on all of its preferred shares, after giving effect to the issue of [the preferred shares to be distributed under the short form prospectus], and adjusted to a before-tax equivalent using an effective income tax rate of %, amounted to $ for the 12 months ended . The Company's interest requirements for the 12 months then ended amounted to $. The Company's earnings before interest and income tax for the 12 months ended was $, which is times the Company's aggregate dividend and interest requirements for this period."
(8) If the issuer is a wholly-owned subsidiary of a credit supporter, has no operations or only minimal operations, that are independent of the credit supporter and is an entity that functions essentially as a special purpose vehicle, disclose the earnings coverage of the credit supporter. If this disclosure is included, the earnings coverage of the issuer may not be material and, if not material, may be omitted. If the issuer is a wholly-owned subsidiary of the credit supporter but has more than minimal operations that are independent of the credit supporter, or if the issuer is not a wholly-owned subsidiary of the credit supporter, the earnings coverage of both the credit supporter and the issuer shall be disclosed.
(9) If the earnings coverage is less than one-to-one, disclose this fact in bold-face on the cover page of the short form prospectus. While the actual coverage ratio should not be disclosed in these circumstances, the dollar amount of the coverage deficiency (i.e., the dollar amount of earnings required to attain a ratio of one-to-one) should be disclosed in the body of the short form prospectus.
(10) Other earnings coverage calculations may be included as supplementary disclosure to the required earnings coverage calculations outlined above as long as their derivation is disclosed and they are not given greater prominence than the required earnings coverage calculations.
Item 8: Description of Securities Being Distributed
8.1 Shares - If shares are being distributed, state the description or the designation of the class of the shares and describe all material attributes and characteristics, including
(a) dividend rights;
(b) voting rights;
(c) rights upon dissolution or winding up;
(d) pre-emptive rights;
(e) conversion or exchange rights;
(f) redemption, retraction, purchase for cancellation or surrender provisions;
(g) sinking or purchase fund provisions; and
(h) provisions permitting or restricting the issuance of additional securities and any other material restrictions.
8.2 Debt Securities - If debt securities are being distributed, describe all material attributes and characteristics of the indebtedness and the security, if any, for the debt including
(a) provisions for interest rate, maturity and premium, if any;
(b) conversion or exchange rights;
(c) redemption, retraction, purchase for cancellation or surrender provisions;
(d) sinking or purchase fund provisions;
(e) the nature and priority of any security for the debt securities, briefly identifying the principal properties subject to lien or charge;
(f) provisions permitting or restricting the issuance of additional securities, the incurring of additional indebtedness and other material negative covenants including restrictions against payment of dividends and restrictions against giving security on the assets of the issuer or its subsidiaries and provisions as to the release or substitution of assets securing the debt securities;
(g) the name of the trustee under any indenture relating to the debt securities and the nature of any material relationship between the trustee or any of its affiliates and the issuer or any of its affiliates; and
(h) any financial arrangements between the issuer and any of its affiliates or among its affiliates that could affect the security for the indebtedness.
8.3 Asset-backed Securities - If asset-backed securities are being distributed, describe
(a) the material attributes and characteristics of the asset-backed securities, including
(i) the rate of interest or stipulated yield and any premium,
(ii) the date for repayment of principal or return of capital and any circumstances in which payments of principal or capital may be made before such date, including any redemption or pre-payment obligations or privileges of the issuer and any events that may trigger early liquidation or amortization of the underlying pool of financial assets,
(iii) provisions for the accumulation of cash flows to provide for the repayment of principal or return of capital,
(iv) provisions permitting or restricting the issuance of additional securities and any other material negative covenants applicable to the issuer,
(v) the nature, order and priority of the entitlements of holders of asset-backed securities and any other entitled persons or companies to receive cash flows generated from the underlying pool of financial assets, and
(vi) any events, covenants, standards or preconditions that are dependant or based on the economic performance of the underlying pool of financial assets and that may impact on the timing or amount of payments or distributions to be made under the asset-backed securities;
(b) information on the underlying pool of financial assets, for the period from the date as at which the following information was presented in the issuer's current AIF to a date not more than 90 days before the date of the issuance of a receipt for the preliminary short form prospectus, relating to
(i) the composition of the pool as of the end of the period,
(ii) income and losses from the pool for the period, on at least a quarterly basis, and
(iii) the payment, prepayment and collection experience of the pool for the period on at least a quarterly basis;
INSTRUCTIONS
(1) Present the information required under paragraph (b) in a manner that will enable a reader to easily determine if, and the extent to which, the events, covenants, standards and preconditions referred to in clause (a)(vi) have occurred, are being satisfied or may be satisfied.
(2) If the information required under paragraph (b) is not compiled specifically on the underlying pool of financial assets, but is compiled on a larger pool of the same assets from which the securitized assets are randomly selected such that the performance of the larger pool is representative of the performance of the pool of securitized assets, then an issuer may comply with paragraph (b) by providing the information required based on the larger pool and disclosing that it has done so.
(c) the type or types of the financial assets, the manner in which the financial assets originated or will originate and, if applicable, the mechanism and terms of the agreement governing the transfer of the financial assets comprising the underlying pool to or through the issuer, including the consideration paid for the financial assets;
(d) any person or company who
(i) originated, sold or deposited a material portion of the financial assets comprising the pool, or has agreed to do so,
(ii) acts, or has agreed to act, as a trustee, custodian, bailee or agent of the issuer or any holder of the asset-backed securities, or in a similar capacity,
(iii) administers or services a material portion of the financial assets comprising the pool or provides administrative or managerial services to the issuer, or has agreed to do so, on a conditional basis or otherwise, if
(A) finding a replacement provider of the services at a cost comparable to the cost of the current provider is not reasonably likely,
(B) a replacement provider of the services is likely to achieve materially worse results than the current provider,
(C) the current provider of the services is likely to default in its service obligations because of its current financial condition, or
(D) the disclosure is otherwise material,
(iv) provides a guarantee, alternative credit support or other credit enhancement to support the obligations of the issuer under the asset-backed securities or the performance of some or all of the financial assets in the pool, or has agreed to do so, or
(v) lends to the issuer in order to facilitate the timely payment or repayment of amounts payable under the asset-backed securities, or has agreed to do so;
(e) the general business activities and material responsibilities under the asset-backed securities of a person or company referred to in paragraph (d);
(f) the terms of any material relationships between
(i) any of the persons or companies referred to in paragraph (d) or any of their respective affiliates, and
(ii) the issuer;
(g) any provisions relating to termination of services or responsibilities of any of the persons or companies referred to in paragraph (d) and the terms on which a replacement may be appointed; and
(h) any risk factors associated with the asset-backed securities, including disclosure of material risks associated with changes in interest rates or prepayment levels, and any circumstances where payments on the asset-backed securities could be impaired or disrupted as a result of any reasonably foreseeable event that may delay, divert or disrupt the cash flows dedicated to service the asset-backed securities.
INSTRUCTION Issuers are required to summarize contractual arrangements in plain language and may not merely restate the text of the contracts referred to. The use of diagrams to illustrate the roles of, and the relationship among, the persons and companies referred to in paragraph (d) and the contractual arrangements underlying the asset-backed securities is encouraged.
8.4 Specified Derivatives - If specified derivatives are being distributed, describe fully the material attributes and characteristics of the specified derivatives, including
(a) the calculation of the value or payment obligations under the derivatives;
(b) the exercise of the derivatives;
(c) the settlement of exercises of the derivatives;
(d) the underlying interest of the derivatives;
(e) the role of a calculation expert in connection with the derivatives;
(f) the role of any credit supporter of the derivatives; and
(g) the risk factors associated with the derivatives.
8.5 Other Securities - If securities other than shares, debt securities, asset-backed securities or specified derivatives are being distributed, describe fully the material attributes and characteristics of those securities.
8.6 Modification of Terms - Describe provisions as to modification, amendment or variation of any rights or other terms attached to the securities being distributed. If the rights of holders of securities may be modified otherwise than in accordance with the provisions attached to the securities or the provisions of the governing statute relating to the securities, explain briefly.
8.7 Ratings - If one or more ratings, including provisional ratings, have been received from one or more approved rating organizations for the securities being distributed and the rating or ratings continue in effect, disclose
(a) each security rating, including a provisional rating, received from an approved rating organization;
(b) the name of each approved rating organization that has assigned a rating for the securities to be distributed;
(c) a definition or description of the category in which each approved rating organization rated the securities to be distributed and the relative rank of each rating within the organization's overall classification system;
(d) an explanation of what the rating addresses and what attributes, if any, of the securities to be distributed are not addressed by the rating;
(e) any factors or considerations identified by the approved rating organization as giving rise to unusual risks associated with the securities to be distributed;
(f) a statement that a security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organization; and
(g) any announcement made by, or any proposed announcement known to the issuer to be made by, an approved rating organization that the organization is reviewing or intends to revise or withdraw a rating previously assigned and required to be disclosed under this paragraph.
Item 9: Selling Securityholder
9.1 Selling Securityholder - If any of the securities being distributed are to be distributed for the account of a securityholder, state the following:
1. The name of the securityholder.
2. The number or amount of securities owned by the securityholder of the class being distributed.
3. The number or amount of securities of the class being distributed for the account of the securityholder.
4. The number or amount of securities of the issuer of any class to be owned by the securityholder after the distribution, and the percentage that number or amount represents of the total outstanding.
5. Whether the securities referred to in paragraph 2, 3 or 4 are owned both of record and beneficially, of record only, or beneficially only.
6. The date or dates the securityholder acquired the securities.
7. If the securityholder in the 12 months preceding the date of the preliminary short form prospectus acquired any securities of the same class as the securities being distributed, the cost to the securityholder in the aggregate and on a per security basis.
Item 10: Resource Property
10.1 Resource Property - If a material part of the proceeds of a distribution is to be expended on a particular resource property and if the current AIF does not contain the disclosure required under Item 4.3 or 4.4, as appropriate, of Form 44-101F1 for the property or that disclosure is inadequate or incorrect due to changes, disclose the information required under Item 4.3 or 4.4, as appropriate.
Item 11: Acquisitions and Dispositions
11.1 Acquisitions and Dispositions
(1) Disclose
(a) any acquisition completed by the issuer or probable acquisition proposed by the issuer, for which financial statement disclosure is required under Parts 4 or 5 of the National Instrument; and
(b) any significant disposition completed by the issuer during the most recently completed financial year or the current financial year or any significant probable disposition proposed by the issuer.63
63 See sections 1.1, through 1.6 of National Instrument 44-101 for definitions and interpretation of "significant" acquisitions and dispositions as well as "probable" acquisitions and dispositions.
(2) Include particulars of
(a) the nature of the assets acquired or disposed of or to be acquired or disposed of;
(b) the actual or proposed date of each acquisition or disposition;
(c) the consideration, both monetary and non-monetary, paid or to be paid to or by the issuer;
(d) any material obligations that must be complied with to keep any acquisition or disposition agreement in good standing;
(e) the impact of the acquisition or disposition on the operating results and financial position of the issuer;
(f) any valuation opinion obtained within the last 12 months required under Canadian securities legislation or Canadian securities directions of a Canadian securities regulatory authority or a requirement of a Canadian stock exchange to support the value of the consideration received or paid by the issuer or any of its subsidiaries for the assets, including the name of the author, the date of the opinion, the assets to which the opinion relates and the value attributed to the assets; and
(g) whether the transaction is at arm's-length and, if not, the identity of the other parties and the relationship of the other parties to the issuer.
(3) Include the financial statements required under Part 4 of National Instrument 44-101.
Item 12: Documents Incorporated by Reference
12.1 Mandatory Incorporation by Reference
(1) In addition to any other document that an issuer may choose to incorporate by reference, specifically incorporate by reference in the short form prospectus, by means of a statement in the short form prospectus to that effect, the documents set forth below:
1. The issuer's current AIF, if it has one.
2. Material change reports, except confidential material change reports, filed after the commencement of the issuer's current financial year.
3. The comparative interim financial statements for the issuer's most recently completed financial period for which the issuer prepares interim financial statements that have been
(a) filed;
(b) approved by the board of directors of the issuer; or
(c) released to the public, as a whole or as selected information from those statements.64
64 The reference to selected information is new. It parallels the standard in Rule 41-501.
4. The comparative financial statements, together with the accompanying report of the auditor, for the issuer's most recently completed financial year for which annual financial statements have been
(a) filed;
(b) approved by the board of directors of the issuer; or
(c) released to the public, as a whole or as selected information from those statements.
5. Except as provided in Item 12.5, information circulars or, if the issuer is not required under securities legislation to prepare information circulars, annual filings that, in each case, have been filed after the commencement of the issuer's current financial year.
INSTRUCTION Paragraph 3 requires issuers to include interim financial statements for only the most recently completed three, six or nine month period. (See definition of "interim period" in National Instrument 44-101.) Issuers that choose to incorporate additional interim financial statements are reminded that paragraph 8.2(1)(a) of National Instrument 44-101 requires a comfort letter from an auditor to be filed, commenting on any unaudited financial statement included in the short form prospectus.
(2) In the statement incorporating the documents listed in paragraph (1) by reference in a short form prospectus, clarify that the documents are not incorporated by reference to the extent their contents are modified or superseded by a statement contained in the short form prospectus or in any other subsequently filed document that is also incorporated by reference in the short form prospectus.
INSTRUCTION Any material incorporated by reference in a short form prospectus is required under sections 8.1 and 8.2 of National Instrument 44-101 to be filed with the short form prospectus unless it has been previously filed.
12.2 Mandatory Incorporation by Reference of Future Documents - State that the following documents, if filed by the issuer after the date of the short form prospectus and before the termination of the distribution, are deemed to be incorporated by reference in the short form prospectus:
1. Material change reports, except confidential material change reports.
2. Comparative interim financial statements.
3. Comparative financial statements for the issuer's most recently completed financial year, together with the accompanying report of the auditor.
4. Except as provided in Item 12.5, information circulars or, if the issuer is not required under securities legislation to prepare information circulars, annual filings.
12.3 Exception for Guaranteed Securities - Despite Items 12.1 and 12.2, paragraphs 3 and 4 of Item 12.1 do not apply to an issuer to which paragraph 1 or 2 of Item 13.1 applies.
12.4 Required Language - State the following, with the first sentence in bold type and the bracketed information completed:
"Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretary of the issuer at [insert complete address and telephone number]. [Insert if the offering is made in Quebec - "For the purpose of the Province of Quebec, this simplified prospectus contains information to be completed by consulting the permanent information record. A copy of the permanent information record may be obtained from the secretary of the issuer at the above-mentioned address and telephone number"]."
12.5 Exception for Certain Filings
(1) An issuer is not required to incorporate by reference in a short form prospectus the disclosure required under securities legislation in an information circular or annual filing of
(a) the repricing downward of options or freestanding stock appreciation rights;
(b) the composition of the compensation committee of the board of directors of an issuer and its report on executive compensation; and
(c) a graph comparing the yearly percentage change in the issuer's cumulative total shareholder return on publicly traded securities with the cumulative total return of a broad equity market index or a published industry or line-of-business index or other issuers.
(2) An issuer is not required to incorporate by reference in a short form prospectus disclosure in an information circular of an issuer's corporate governance practices, if that disclosure is in the information circular in order to comply with disclosure requirements of an exchange or other market on which the issuer's securities trade.
12.6 List of Material Change Reports - List the material change reports filed by the issuer since the commencement of the issuer's current financial year. In each case, provide the date of filing and a brief description of the material change.
Item 13: Issues of Guaranteed Securities
13.1 Issuer Disclosure
(1) If a credit supporter has provided a guarantee or alternative credit support to the issuer for all or substantially all of the payments to be made under the securities to be distributed, provide the following disclosure about the issuer:
1. If the issuer is a wholly owned subsidiary of the credit supporter, has no operations or only minimal operations that are independent of the credit supporter and is an entity that functions essentially as a special purpose division of the credit supporter, a statement that the financial results of the issuer are included in the consolidated financial results of the credit supporter.
2. If the issuer is a wholly owned subsidiary of the credit supporter but has more than minimal operations that are independent of the credit supporter, a summary of financial information relating to the issuer's operations in a note to the most recent audited annual financial statements of the credit supporter included in the short form prospectus.
3. If the issuer is not a wholly owned subsidiary of the credit supporter, a full narrative description of the business of the issuer.
(2) If paragraph 3 of paragraph (1) applies to an issuer and the issuer does not have a current AIF that is incorporated by reference into the short form prospectus, include the required description either
(a) directly, or
(b) by incorporating by reference
(i) if the issuer is a reporting issuer and has an annual information form that has been prepared in compliance with and filed under Canadian securities legislation of a jurisdiction and would be a current AIF if that annual information form had been filed under National Instrument 44-101, the issuer's annual information form and all other documents required to be incorporated by reference in a short form prospectus under Item 12, or
(ii) if clause (i) is not applicable and the issuer has a class of securities registered under section 12(b) or 12(g) of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act, the issuer's latest annual report on Form 10-K or Form 20-F filed with the SEC under the 1934 Act or any other document that would be required to be incorporated by reference in a Form S-3 or Form F-3 registration statement filed under the 1933 Act if the issuer were registering on Form S-3 or Form F-3 the securities distributed under the short form prospectus.65
65 "SEC" is defined in National Instrument 14-101 Definitions as "the Securities and Exchange Commission of the United States of America".
INSTRUCTION For purposes of Item 13.1, an issuer is considered to be a wholly owned subsidiary of the credit supporter, if the credit supporter owns voting securities representing 96 percent or more of the votes attached to the outstanding voting securities of the issuer.
13.2 Credit Supporter Disclosure - If a credit supporter has provided a guarantee or alternative credit support for all or substantially all of the payments to be made under the securities being distributed, include statements by the credit supporter providing disclosure about the credit supporter by complying with the following:
1. If the credit supporter is a reporting issuer and has a current AIF or an annual information form that has been prepared in compliance with and filed under Canadian securities legislation of a jurisdiction and would be a current AIF if that annual information form had been filed under National Instrument 44-101, incorporating by reference into the short form prospectus the credit supporter's annual information form and all other documents that would be required to be incorporated by reference under Item 12 if the credit supporter were the issuer of the securities.
2. If paragraph 1 is not applicable and the credit supporter has a class of securities registered under section 12(b) or 12(g) of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act, incorporating by reference into the short form prospectus all documents that would be required to be incorporated by reference in a Form S-3 or Form F-3 registration statement filed under the 1933 Act if the securities distributed under the short form prospectus were being registered on Form S-3 or Form F-3.
3. If neither paragraph 1 nor paragraph 2 applies to the credit supporter, providing directly in the short form prospectus the same disclosure that would be contained in the short form prospectus through the incorporation by reference of the documents referred to in Item 12.1 if the credit supporter were the issuer of the securities and those documents had been prepared by the credit supporter.
4. Providing such other information about the credit supporter as is necessary to provide full, true and plain disclosure of all material facts concerning the securities to be distributed.
INSTRUCTION Documents incorporated by reference are required under sections 8.1 and 8.2 of National Instrument 44-101 to be filed with the short form prospectus unless they have been previously filed.
Item 14: Relationship between Issuer or Selling Securityholder and Underwriter
14.1 Relationship between Issuer or Selling Securityholder and Underwriter - If the issuer or selling securityholder is a connected issuer of an underwriter of the distribution, or if the issuer or selling securityholder is also an underwriter,
(a) until Multilateral Instrument 33-105 Underwriting Conflicts comes into force, provide the disclosure required by Item 15 of Appendix B of National Policy Statement No. 47 Prompt Offering Qualification System as that National Policy read immediately before it was revoked; and
(b) after Multilateral Instrument 33-105 comes into force, comply with the requirements of that Multilateral Instrument.
Item 15: Interest of Experts
15.1 Interest of Experts
(1) Disclose all direct or indirect interests in the property of the issuer or of an associated party or affiliate of the issuer received or to be received by a person or company whose profession or business gives authority to a statement made by the person or company and who is named in a short form prospectus or a document specifically incorporated by reference in a short form prospectus as having prepared or certified a part of that document or a report or valuation described in a short form prospectus or in a document specifically incorporated by reference into a short form prospectus.
(2) Disclose the beneficial ownership, direct or indirect, by a person or company referred to in paragraph (1) of any securities of the issuer or any associated party or affiliate of the issuer.
(3) For the purposes of paragraph (2), if ownership is less than one percent, a general statement to that effect shall be sufficient.
(4) If a person, or a director, officer or employee of a person or company, referred to in paragraph (1) is or is expected to be elected, appointed or employed as a director, officer or employee of the issuer or of any associated party or affiliate of the issuer, disclose the fact or expectation.
Item 16: Promoters
16.1 Promoters
(1) For a person or company that is, or has been within the two years immediately preceding the date of the preliminary short form prospectus, a promoter of the issuer or of a subsidiary of the issuer state
(a) the person or company's name;
(b) the number and percentage of each class of voting securities of the issuer or any of its subsidiaries beneficially owned, directly or indirectly, or over which control is exercised by the person or company;
(c) the nature and amount of anything of value, including money, property, contracts, options or rights of any kind received or to be received by the promoter or a subsidiary of the promoter, directly or indirectly, from the issuer or from a subsidiary of the issuer, and the nature and amount of any assets, services or other consideration therefor received or to be received by the issuer or a subsidiary of the issuer; and
(d) for an asset acquired within the two years before the date of the preliminary short form prospectus or thereafter, or to be acquired, by the issuer or by a subsidiary of the issuer from a promoter or a subsidiary of a promoter
(i) the consideration paid or to be paid for the asset and the method by which the consideration has been or will be determined,
(ii) the person or company making the determination referred to in subparagraph (i) and the person or company's relationship with the issuer, the promoter, or an affiliate of the issuer or of the promoter, and
(iii) the date that the asset was acquired by the promoter and the cost of the asset to the promoter.
(2) If a promoter or past promoter referred to in paragraph (1) has been a director, officer or promoter of any person or company during the 10 years ending on the date of the preliminary short form prospectus that
(a) was the subject of a cease trade or similar order, or an order that denied the person or company access to any exemptions under Canadian securities legislation, for a period of more than 30 consecutive days, state the fact and describe the basis on which the order was made and whether the order is still in effect; or
(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact.
(3) Describe the penalties or sanctions imposed and the grounds on which they were imposed or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a promoter or past promoter referred to in paragraph (1) has
(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor in making an investment decision.
(4) Despite paragraph (3), no disclosure is required of a settlement agreement entered into before the date National Instrument 44-101 came into force unless the disclosure would likely be considered important to a reasonable investor in making an investment decision.
(5) If a promoter or past promoter referred to in paragraph (1) has, within the 10 years before the date of the preliminary short form prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the promoter, state the fact.
Item 17: Other Material Facts
17.1 Other Material Facts - Give particulars of any material facts about the securities being distributed that are not disclosed under the preceding items or in the documents incorporated by reference into the short form prospectus and are necessary in order for the short form prospectus to contain full, true and plain disclosure of all material facts relating to the securities to be distributed.
Item 18: Statutory Rights of Withdrawal and Rescission
18.1 General - Include a statement in substantially the following form, with the bracketed information completed:
"Securities legislation in [certain of the provinces [and territories] of Canada/the Province of [insert name of local jurisdiction, if applicable]] provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. [In several of the provinces/provinces and territories,] [T/t]he securities legislation further provides a purchaser with remedies for rescission [or [, in some jurisdictions,] damages] if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission [or damages] are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province [or territory]. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province [or territory] for the particulars of these rights or consult with a legal adviser."
18.2 Non-fixed Price Offerings - In the case of a non-fixed price offering, replace, if applicable in the jurisdiction in which the short form prospectus is filed, the second sentence in the legend in Item 18.1 with a statement in substantially the following form:
"This right may only be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment, irrespective of the determination at a later date of the purchase price of the securities distributed."
Item 19: Reconciliation to Canadian GAAP
19.1 Reconciliation to Canadian GAAP - If financial statements prepared in accordance with foreign GAAP are included in the short form prospectus and a reconciliation to Canadian GAAP has not been incorporated by reference in the short form prospectus, include the reconciliation to Canadian GAAP required under paragraph (b) of subsection 6.1(2) of the National Instrument.
Item 20: Certificates
20.1 Officers, Directors and Promoters - Include a certificate in the following form signed by
(a) the chief executive officer and the chief financial officer or, if no such officers have been appointed, a person acting on behalf of the issuer in a capacity similar to a chief executive officer and a person acting on behalf of the issuer in a capacity similar to that of a chief financial officer;
(b) on behalf of the board of directors of the issuer, any two directors of the issuer duly authorized to sign, other than the persons referred to in paragraph (a), and
(c) any person or company who is a promoter of the issuer:
"This short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities laws of [insert name of each jurisdiction in which qualified]. [Insert if offering made in Quebec - "For the purpose of the Province of Quebec, this simplified prospectus, as supplemented by the permanent information record, contains no misrepresentation that is likely to affect the value or the market price of the securities to be distributed."]"
20.2 Underwriters - If there is an underwriter, include a certificate in the following form signed by the underwriter or underwriters who, with respect to the securities being distributed, are in a contractual relationship with the issuer or selling securityholders:
"To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities laws of [insert name of each jurisdiction in which qualified]. [Insert if offering made in Quebec - "For the purpose of the Province of Quebec, to our knowledge, this simplified prospectus, as supplemented by the permanent information record, contains no misrepresentation that is likely to affect the value or the market price of the securities to be distributed."]"
20.3 Credit Supporters - If disclosure concerning a credit supporter is prescribed by Item 13.2 and the credit supporter is an affiliate of the issuer, include a certificate of the credit supporter in the form required in Item 20.1 signed by
(a) the chief executive officer and the chief financial officer or, if no such officers have been appointed, a person acting on behalf of the credit supporter in a capacity similar to a chief executive officer and a person acting on behalf of the credit supporter in a capacity similar to that of a chief financial officer; and
(b) on behalf of the board of directors of the credit supporter, any two directors of the credit supporter duly authorized to sign, other than the persons referred to in paragraph (a).
20.4 Amendments
(1) Include in an amendment to a short form prospectus that does not restate the short form prospectus the certificates required under Items 20.1, 20.2 and, if applicable, Item 20.3 with the reference in each certificate to "this short form prospectus" omitted and replaced by "the short form prospectus dated [insert date] as amended by this amendment".
(2) Include in an amended and restated short form prospectus the certificates required under Items 20.1, 20.2 and, if applicable, Item 20.3 with the reference in each certificate to "this short form prospectus" omitted and replaced by "this amended and restated short form prospectus".