54-102 - Supplemental Mailing List and Interim Financial Statement Exemption [NI Proposed - Lapsed]
| Published Date: | 1998-02-27 |
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SUPPLEMENTAL MAILING LIST AND INTERIM FINANCIAL STATEMENT EXEMPTION1
1 This Instrument is based on National Policy Statement No. 41. This Instrument is expected to be adopted as a rule in British Columbia, Alberta, Ontario and Nova Scotia, as a Commission regulation in Saskatchewan, and as a policy in all other jurisdictions represented by the Canadian Securities Administrators ("CSA"). This proposed Rule is based on the Rule entitled "In the Matter of Certain Reporting Issuers" (1997), 20 OSCB 1219, which was based on the Blanket Ruling of the Ontario Securities Commission "In the Matter of Certain Reporting Issuers" (1988), 11 OSCB 1029 (including National Policy Statement No. 41 (1987), 10 OSCB 6306).
PART 1 DEFINITIONS AND INTERPRETATION2
2 A national definition instrument has been adopted as National Instrument 14-101 Definitions. It contains definitions of terms used in more than one national instrument. National Instrument 14-101 also provides that a term used in a National Instrument and defined in the statutes relating to securities of the applicable jurisdiction, the definition of which is not restricted to a specific portion of the statute, will have the meaning given to it in that statute, unless the context otherwise requires. National Instrument 14-101 also provides that a provision or a reference within a provision of a national instrument that specifically refers by name to a jurisdiction, other than a local jurisdiction, shall not have any effect in the local jurisdiction, unless otherwise stated in the provision.
1.1 Definitions
(1) In this Instrument
"interim financial statements" means, for a reporting issuer
(a) the interim financial statements or quarterly financial statements, and
(b) any other report for the first, second or third fiscal quarter3
3 Section 149 and 152 of the Securities Rules (British Columbia) requires an “exchange issuer” to send a “quarterly report” (Form 61) to registered holders of its securities, i.e., in addition to interim financial statements and audited annual financial statements.
in either case, required under Canadian securities legislation4
4 The term "Canadian securities legislation" is defined in National Instrument 14-101 Definitions as meaning the statutes and other legislative instruments set out in an appendix to that instrument and will generally include the statute, regulations and, in some cases, rules, forms, rulings and orders relating to securities.
to be sent by the reporting issuer to registered holders of its securities;
"request for interim financial statements" means the request referred to in section 2.2 of this Instrument;
"supplemental mailing list" means a list of the registered holders and beneficial owners of the securities of a reporting issuer that have made a written request to the reporting issuer that they receive interim financial statements of the reporting issuer.
(2) Terms defined in National Instrument 54-101 Communication With Beneficial Owners of Securities of a Reporting Issuer and used in this Instrument have the respective meanings ascribed to them in that National Instrument.
1.2 Agents and Nominees
(1) A reference in this Instrument to an intermediary or reporting issuer includes a nominee or agent of the intermediary or reporting issuer.
(2) An person or company that uses an agent shall remain fully responsible for its compliance with the requirements of this Instrument.
PART 2 OBLIGATION TO SEND INTERIM FINANCIAL STATEMENTS
2.1 Exemption from Requirement to Send Interim Financial Statement - A reporting issuer is exempt from the requirement of securities legislation5
5 The term "securities legislation" is defined in National Instrument 14-101 Definitions as meaning the particular statute and legislative instruments of the local jurisdiction set out in an appendix to that instrument and will generally include the statute, regulations and, in some cases, the rules, forms, rulings and orders relating to securities in the local jurisdiction.
to send an interim financial statement to securityholders of the reporting issuer who are not on the supplemental mailing list if
(a) the reporting issuer has complied with this Instrument in relation to the establishment and maintenance of a supplemental mailing list and the sending of the interim financial statement to persons and companies on the list in accordance with this Instrument; and
(b) the reporting issuer has concurrently
(i) filed the interim financial statement as required by securities legislation,
(ii) filed the interim financial statement with all stock exchanges upon which securities of the reporting issuer are listed, and
(iii) issued to the financial press and filed a press release with the highlights of the information contained in the interim financial statement.
2.2 Establishment of Supplemental Mailing List
(1) In order to satisfy section 2.1, a reporting issuer shall establish a supplemental mailing list by sending a request form under which a registered holder or beneficial owner of securities of the reporting issuer may make, at no cost, a request to receive the reporting issuer's interim financial statements.
(2) The request form referred to in subsection (1) shall be sent with the reporting issuer's
(a) proxy-related materials; or
(b) if the reporting issuer is not required under corporate law or securities legislation to hold an annual meeting of its securityholders, then the audited annual financial statements or annual report of the reporting issuer.
2.3 Duration of Exemption - The exemption provided in section 2.1 only applies in respect of sending interim financial statements for financial quarters that end during the twelve month period that commences on
(a) the date of the annual meeting of securityholders of the reporting issuer for which proxy-related materials included a request form as provided in paragraph 2.2(2)(a); or
(b) the date of sending the audited annual financial statements or annual report together with the request form as provided in paragraph 2.2(2)(b).6
6 The exemptions provided by this Instrument for sending interim financial statements of a reporting issuer are available on an annual basis only and may be renewed annually by sending the request form in accordance with section 2.2.
2.4 Maintaining Supplemental Mailing List - A supplemental mailing list for a reporting issuer established under section 2.2 shall contain the names and addresses of the registered holders and the beneficial owners of its securities that have requested its interim financial statements.7
7 The name and address of a person or company who has cancelled its request for interim financial statements may be removed from the supplemental mailing list.
2.5 Sending Interim Financial Statements - A reporting issuer that establishes a supplemental mailing list under section 2.2 shall send its interim financial statements to the registered holders and beneficial owners of its securities whose names appear on the supplemental mailing list in accordance with the timing requirements of securities legislation for sending interim financial statements to the registered holders of the securities.
2.6 No Cost Return - A reporting issuer shall make all necessary arrangements to permit a securityholder to respond to the request for interim financial statements at no cost to the securityholder.