CSA / ACVM Canadian Autorités Securities canadiennes Administrators en valeurs mobilières Request for Comment Proposed Amendments to National Instrument 44-101 Short Form Prospectus Distributions, Form 44-101F3 Short Form Prospectus and Companion Policy 44-101CP Introduction We (the members of the Canadian Securities Administrators (CSA)) are publishing for comment proposed amendments to National Instrument 44-101 Short Form Prospectus Distributions (the Instrument). We are also publishing for comment amendments to related forms and amendments to the companion policy. Additional information on the proposed amendments to the Instrument, required for publication in Ontario, can be found in the form of notice published in the OSC Bulletin or on its Website at www.osc.gov.on.ca. Substance, Purpose and Background Subject to ministerial approval, on March 30, 2004, National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107) will be effective. NI 52-107 allows in certain circumstances financial statements to be prepared using foreign generally accepted accounting principles and financial statements to be audited using foreign generally accepted auditing standards. The Instrument requires all financial statements to be prepared using Canadian generally accepted accounting principles and financial statements to be audited using Canadian generally accepted auditing standards. As a result, we are proposing amendments to the Instrument to make it consistent with NI 52-107. Summary of the Proposed Amendments to the Instrument The proposed amendments will • update the definitions in the Instrument, • delete references to matters that will be dealt with in NI 52-107, and • basically repeal Part 7 of the Instrument dealing with accounting principles, auditing standards, auditors’ reports and other financial statement matters, and replace this part with a reference to NI 52-107. Alternatives Considered No other alternatives were considered. Unpublished Materials No unpublished study, report, or other written materials were relied on in proposing the amendments to this Instrument. Anticipated Costs and Benefits The purpose of the proposed amendments is to eliminate inconsistencies with existing rules and increases the number of acceptable accounting principles and auditing standards. Consequently, the proposed amendments to the Instrument reduce the cost of compliance for issuers and registrants.
Request for Comments We welcome your comments on the proposed amendments to the Instrument and the Policy Please submit your comments in writing on or before April 29, 2004. If you are not sending your comments by email, a diskette containing the submissions (in Windows format, Word) should also be forwarded. Address your submission to all of the CSA member commissions, as follows: British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission Manitoba Securities Commission Ontario Securities Commission Office of the Administrator, New Brunswick Registrar of Securities, Prince Edward Island Nova Scotia Securities Commission Newfoundland and Labrador Securities Commission Registrar of Securities, Northwest Territories Registrar of Securities, Yukon Territory Registrar of Securities, Nunavut Deliver your comments only to the addressed that follow. Your comments will be forwarded to the remaining CSA member jurisdictions. John Stevenson Secretary to the Commission Ontario Securities Commission 20 Queen Street West 19 th Floor, Box 55 Toronto, Ontario Fax: (416) 593-2318 e-mail: jstevenson@osc.gov.on.ca Denise Brosseau, Secretary Commission des valeurs mobilières du Québec Stock Exchange Tower 800 Victoria Square P.O. Box 246, 22 nd Floor Montreal, Quebec H4Z 1G3 Fax: (514) 864-6381 e-mail: consultation-en-cours@cvmq.com We cannot keep submissions confidential because securities legislation in certain provinces requires publication of a summary of the written comments received during the comment period. 2
Questions Please refer your questions to any of: Carla-Marie Hait Chief Accountant, Corporate Finance British Columbia Securities Commission (604) 899-6726 or (800) 373-6393 (if calling from B.C. or Alberta) chait@bcsc.bc.ca Michael Moretto Associate Chief Accountant, Corporate Finance British Columbia Securities Commission (604) 899-6767 or (800) 373-6393 (if calling from B.C. or Alberta) mmoretto@bcsc.bc.ca Fred Snell Chief Accountant Alberta Securities Commission (403) 297-6553 fred.snell@seccom.ab.ca Mavis Legg Manager, Securities Analysis Alberta Securities Commission (403) 297-2663 mavis.legg@seccom.ab.ca Charlotte Howdle Securities Analyst Alberta Securities Commission (403) 297-2990 charlotte.howdle@seccom.ab.ca Bob Bouchard Director, Corporate Finance Manitoba Securities Commission (204) 945-2555 bbouchard@gov.mb.ca Bill Slattery Deputy Director, Corporate Finance and Administration Nova Scotia Securities Commission (902) 424-7355 slattejw@gov.ns.ca Laura Moschitto Chief Accountant’s Office Ontario Securities Commission (416) 593-8217 lmoschitto@osc.gov.on.ca 3
Rosetta Gagliardi Conseillère en réglementation Commission des valeurs mobilières du Québec (514) 940-2199 ext. 4554 rosetta.gagliardi@cvmq.com Sylvie Anctil-Bavas, Analyste Service de l'expertise comptable Commission des valeurs mobilières du Québec (514) 940-2199 ext. 4556 sylvie.anctil-bavas@cvmq.com Eric Boutin Anaylste Commission des valeurs mobilières du Québec (514) 940-2199 ext. 4338 eric.boutin@cvmq.com Ian McIntosh Deputy Director, Corporate Finance Saskatchewan Financial Services Commission – Securities Division (306) 787-5867 imcintosh@sfsc.gov.sk.ca The text of the proposed amendments to the Instrument follows or can be found elsewhere on a CSA member website. January 30, 2004 4
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