NOTICE OF AMENDMENTS TO
NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION
EXEMPTIONS
AND
COMPANION POLICY 45-106CP PROSPECTUS AND REGISTRATION
EXEMPTIONS
October 1, 2010
Introduction
We, the Canadian Securities Administrators (CSA or we), are implementing amendments
to:
•
National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106),
and
•
Companion Policy 45-106CP Prospectus and Registration Exemptions (45-
106CP).
This notice forms part of a series of notices that address changes to securities legislation
arising from the upcoming changeover to International Financial Reporting Standards
(IFRS).
Background
NI 45-106 provides certain exemptions from the prospectus requirements of Canadian
securities legislation. NI 45-106 refers to and relies on references to Canadian generally
accepted accounting principles (Canadian GAAP), which are established by the Canadian
Accounting Standards Board (AcSB). In February 2006, the AcSB published a strategic
plan to transition, over a period of five years, Canadian GAAP for public enterprises to
IFRS, as adopted by the International Accounting Standards Board (IASB). In March
2008, the timing of the transition was confirmed. IFRS will apply to most Canadian
publicly accountable enterprises for financial years beginning on or after January 1, 2011.
The AcSB has incorporated IFRS into the Handbook of the Canadian Institute of
Chartered Accountants (the Handbook) as Canadian GAAP for most publicly accountable
enterprises. As a result, the Handbook contains two sets of standards for public
companies:
•
Part I of the Handbook – Canadian GAAP for publicly accountable enterprises that
applies for financial years beginning on or after January 1, 2011, and
•
Part V of the Handbook - Canadian GAAP for public enterprises that is the pre
changeover accounting standards (current Canadian GAAP).
NI 45-106 also refers to and relies on references to current Canadian generally accepted
auditing standards (Canadian GAAS), which are established by the Canadian Auditing
and Assurance Standards Board (AASB). The AASB published their strategic plan to
adopt International Standards on Auditing as Canadian Auditing Standards in February
2007. These standards will continue to be known as Canadian GAAS in the Handbook.
Canadian Auditing Standards are effective for audits of financial statements for periods
ending on or after December 14, 2010.
Consistent with these changes, the CSA is repealing and replacing National Instrument
52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency
(to be renamed Acceptable Accounting Principles and Auditing Standards) (NI 52-107).
The new version of NI 52-107 will require domestic issuers to comply with IFRS for
financial years beginning on or after January 1, 2011 and will set out the accounting
principles and auditing standards that apply to financial statements filed in a jurisdiction.
The implementation of the new version of NI 52-107 is described in a separate notice (NI
52-107 Notice).
The amendments do not reflect the impact of exposure drafts or discussion papers from
the IASB prior to their adoption into IFRS. The CSA is implementing amendments to
National Instrument 14-101 Definitions to include a definition of IFRS that incorporates
amendments made to IFRS from time to time.
Substance and Purpose of the Amendments
The purpose of these changes is to accommodate the transition to IFRS and the new
version of NI 52-107. A small number of housekeeping changes are also being made.
The amendments:
•
replace current Canadian GAAP terms and phrases with IFRS terms and phrases,
•
change disclosure requirements in instances where IFRS contemplates different
financial statements than current Canadian GAAP,
•
provide a 30 day extension to the deadline for reporting issuers to include in an
offering memorandum the first interim financial report in the year of adopting
IFRS in respect of an interim period beginning on or after January 1, 2011, and
•
clarify an existing provision or, where part or all of the provision is no longer
accurate or appropriate, amend or delete it.
Appendix B sets out the amendments to NI 45-106 and 45-106CP.
Transition
After the IFRS changeover date on January 1, 2011, non calendar year-end issuers will
continue to prepare financial statements in accordance with current Canadian GAAP until
the start of their new financial year. To accommodate for this, we have included
transition provisions in the amendment instruments that provide that the amendments
2
only apply to an offering memorandum of an issuer which includes or incorporates by
reference financial statements of the issuer in respect of periods relating to financial years
beginning on or after January 1, 2011. Thus, during the transition period,
•
issuers only including or incorporating by reference financial statements in an
offering memorandum prepared in accordance with current Canadian GAAP will
be required to comply with the version of NI 45-106 that contains current
Canadian GAAP terms and phrases, and
•
issuers including or incorporating by reference financial statements in an offering
memorandum that comply with IFRS will be required to comply with the version
of NI 45-106 that contains IFRS terms and phrases.
After the transition period all issuers will be required to comply with the version of NI
45-106 that contains IFRS terms and phrases.
To further assist issuers and their advisors and to increase transparency, during the
transition period certain jurisdictions will post two different unofficial consolidations of
NI 45-106 and 45-106CP on their websites:
•
the existing versions of NI 45-106 and 45-106CP that contain current Canadian
GAAP terms and phrases, which apply to an offering memorandum of an issuer
which includes or incorporates by reference financial statements of the issuer in
respect of periods relating to financial years beginning before January 1, 2011;
and
•
the new versions of NI 45-106 and 45-106CP that contain IFRS terms and
phrases, which apply to an offering memorandum of an issuer which includes or
incorporates by reference financial statements of the issuer in respect of periods
relating to financial years beginning on or after January 1, 2011.
52/53 week financial years
Notwithstanding the above, the amendment instrument for NI 45-106 now includes a
transition provision which provides the amendments may be applied by an issuer to an
offering memorandum or an amendment to an offering memorandum of the issuer which
includes or incorporates by reference financial statements of the issuer in respect of
periods relating to a financial year that begins before January 1, 2011 if the immediately
preceding financial year ends no earlier than December 21, 2010 and if the issuer is
relying on the exemption in section 5.3 of the new version of NI 52-107. That exemption
in NI 52-107 permits issuers that have financial year ends close to, but not on December
31, 2010, the option to transition to IFRS when their new financial year begins.
Written Comments
The CSA, except the Autorité des marchés financiers and the New Brunswick Securities
Commission, published the amendments to NI 45-106 and 45-106CP for comment on
October 16, 2009 (the October 2009 Materials). No comments were received.
3
The Autorité des marchés financiers and the New Brunswick Securities Commission
published the amendments to NI 45-106 and 45-106CP for comment on March 12, 2010.
No comments were received.
Summary of Changes to the October 2009 Materials
See Appendix A for a summary of the changes made to the October 2009 Materials. The
changes include terminology changes to maintain consistency with NI 52-107.
Implementation
In some jurisdictions, Ministerial approval is required for these changes. Provided all
necessary approvals are obtained, the amendments will come into force on January 1,
2011. Where applicable, Appendix C provides information about each jurisdiction’s
approval process.
Local Notices and Amendments
In conjunction with the implementation of the amendments to NI 45-106 and 45-106CP,
certain securities regulatory authorities will amend local securities legislation. Any local
changes or other information required by local securities legislation are reflected in
Appendix C to this notice.
Questions
Please refer your questions to any of:
Gordon Smith
Senior Legal Counsel, Corporate Finance
British Columbia Securities Commission
(604) 899-6656
Toll free: 800 373-6393 (toll free across Canada)
gsmith@bcsc.bc.ca
Manny Albrino, CA
Associate Chief Accountant
British Columbia Securities Commission
(604) 899-6641
Toll free: 800 373-6393 (toll free across Canada)
malbrino@bcsc.bc.ca
George Hungerford
Senior Legal Counsel, Corporate Finance
British Columbia Securities Commission
(604) 899-6690
Toll free: 800 373-6393 (toll free across Canada)
ghungerford@bcsc.bc.ca
4
Charlotte Howdle
Senior Securities Analyst
Alberta Securities Commission
(403) 297-2990
charlotte.howdle@asc.ca
Taryn Montgomery
Legal Counsel
Alberta Securities Commission
(403) 297-4968
Taryn.Montgomery@asc.ca
Tracy Clark
Legal Counsel
Alberta Securities Commission
(403) 355-4424
Tracy.Clark@asc.ca
Dean Murrison
Deputy Director, Legal/Registration
Securities Division
Saskatchewan Financial Services Commission
(306) 787-5879
Dean.Murrison@gov.sk.ca
Chris Besko
Legal Counsel - Deputy Director
The Manitoba Securities Commission
(204) 945-2561
cbesko@gov.mb.ca
Winnie Sanjoto
Senior Legal Counsel, Corporate Finance
Ontario Securities Commission
(416) 593-8119
wsanjoto@osc.gov.on.ca
Jason Koskela
Legal Counsel, Corporate Finance
Ontario Securities Commission
(416) 595-8922
jkoskela@osc.gov.on.ca
5
Sylvie Anctil-Bavas
Chef comptable
Autorité des marchés financiers
(514) 395-0337, ext. 4291
sylvie.anctil-bavas@lautorite.qc.ca
Susan Powell
Senior Legal Counsel, Regulatory Affairs
New Brunswick Securities Commission
(506) 643-7697
susan.powell@nbsc-cvmnb.ca
Shirley Lee
Director, Policy and Market Regulation
Nova Scotia Securities Commission
(902) 424-5441
leesp@gov.ns.ca
Steve Dowling
Superintendent of Securities
Prince Edward Island
(902) 368-4552
sddowling@gov.pe.ca
Don Boyles
Program & Policy Development
Securities Commission of Newfoundland and Labrador
Government of Newfoundland & Labrador
(709) 729-4501
dboyles@gov.nl.ca
Louis Arki, Director, Legal Registries
Department of Justice, Government of Nunavut
(867) 975-6587
larki@gov.nu.ca
Donn MacDougall
Deputy Superintendent, Legal & Enforcement
Office of the Superintendent of Securities
Government of the Northwest Territories
PO Box 1320
Yellowknife, NT X1A 2L9
Tel: (867) 920-8984
Fax: (867) 873-0243
E-mail: donald_macdougall@gov.nt.ca
6
Frederik J. Pretorius
Manager Corporate Affairs (C-6)
Dept of Community Services
Government of Yukon
(867) 667-5225
Fred.Pretorius@gov.yk.ca
7
Appendix A
Summary of Changes to the October 2009 Materials
A. Changes to the October 2009 Materials
We made the following changes.
NI 45-106
Section
Term, Phrase or
Explanation of Change
Matter
1.1
“acquisition date”
We moved this definition from Part C Section 2
of the F2 form to NI 45-106. The term has now
been defined to have the same meaning as in an
issuer’s GAAP.
1.1
“issuer’s GAAP”
The term has now been defined to have the same
meaning as in NI 52-107.
1.1
“private enterprise”
The term has now been defined to have the same
meaning as in Part 3 of NI 52-107.
1.1
“publicly accountable
The term has now been defined to have the same
enterprise”
meaning as in Part 3 of NI 52-107.
1.1
“retrospective” and
Those terms have now been defined to have the
“retrospectively”
same meaning as in Canadian GAAP applicable
to publicly accountable enterprises.
F or m 45-106F 2
Section
Term, Phrase or
Explanation of Change
Matter
Instructions
Acquisition statements
Non-reporting issuers may prepare acquisition
B.1
prepared by non-
statements in accordance with the requirements
reporting issuers
of National Instrument 52-107 Acceptable
Accounting Principles and Auditing Standards as
if the issuer was a venture issuer as defined in NI
51-102. We clarified that for the purposes of
Form 45-106F2, the “applicable time” in the
definition of a venture issuer is the acquisition
date.
Instructions
“NI 52-107”
We now refer to the full name of the instrument
B.1, D.2
in the materials.
8
Section
Term, Phrase or
Explanation of Change
Matter
Instructions
“explicit and
We deleted the reference to “explicit” to conform
B.4(c)(i)
unreserved statement of
with NI 52-107.
compliance with IFRS”
Instructions
“unreserved statement”
We added a reference to “unreserved statement”
B.5(d)(i)
to conform with NI 52-107.
Instructions
Omission of
We revised the text of this section to clarify that
B.8
comparative
an issuer cannot omit comparative information if
information
it previously prepared financial statements in
accordance with either its current GAAP or, if
applicable, its previous GAAP.
Instructions Change reference from
We made this change to be consistent with NI
D.3(c)(ii)
“reservation of
52-107.
opinion” to
“unmodified opinion”
Instructions
Operating statement for
We deleted the specific line items to be included
D.4(d)(i)
an oil and gas property
in an operating statement for an oil and gas
property and made reference to subsection
3.11(5) of NI 52-107 where the specified
requirements are noted.
B . T r ansition, Dr afting and H ousekeeping C hanges
We also made certain drafting and housekeeping changes to various provisions.
52/53 week financial years
The amendment instrument for NI 45-106 now includes a transition provision which
provides the amendments may be applied by an issuer to an offering memorandum or an
amendment to an offering memorandum of the issuer which includes or incorporates by
reference financial statements of the issuer in respect of periods relating to a financial
year that begins before January 1, 2011 if the immediately preceding financial year ends
no earlier than December 21, 2010 and if the issuer is relying on the exemption in section
5.3 of the new version of NI 52-107. That exemption in NI 52-107 permits issuers that
have financial year ends close to, but not on December 31, 2010, the option to transition
to IFRS when their new financial year begins.
9
Appendix B
Amendments to
National Instrument 45-106 Prospectus and Registration Exemptions
and Companion Policy
Schedule B-1
THE MANITOBA SECURITIES COMMISSION
MSC RULE 2010-26
(Section 149.1, The Securities Act)
AMENDMENT INSTRUMENT FOR
NATIONAL INSTRUMENT 45-106
PROSPECTUS AND REGISTRATION EXEMPTIONS
1. National Instrument 45-106 Prospectus and Registration Exemptions is amended by this
Instrument.
2. Section 1.1 is amended
(a) by adding the following after "accredited investor":
"acquisition date" has the same meaning as in the issuer’s GAAP;,
(b) by adding the following after "financial assets":
"financial statements" includes interim financial reports;,
(c) by adding the following after "investment fund":
"issuer’s GAAP" has the same meaning as in National Instrument 52-107 Acceptable
Accounting Principles and Auditing Standards;,
(d) by adding the following after "person":
"private enterprise" has the same meaning as in Part 3 of National Instrument 52-107
Acceptable Accounting Principles and Auditing Standards;,
(e) by adding the following after "private enterprise":
"publicly accountable enterprise" has the same meaning as in Part 3 of National Instrument
52-107 Acceptable Accounting Principles and Auditing Standards;, and
(f) by adding the following after "related liabilities":
"retrospective" has the same meaning as in Canadian GAAP applicable to publicly
accountable enterprises;
- 2 -
"retrospectively" has the same meaning as in Canadian GAAP applicable to publicly
accountable enterprises;,
3. Clause 5.2(e)(i)(C) is amended by striking out "statements" and substituting "reports".
4. Subsection 6.2(1) is amended by striking out "section 6.1(a)" and substituting "section
6.1(1)(a)".
5. Subsection 6.5(1) is amended by striking out "subsection 2.9(12) or subsection 3.9(12)" and
substituting "subsection 2.9(15)".
6. Item 1.1 Available Funds of Form 45-106F2 Offering Memorandum for Non-Qualifying
Issuers is amended by striking out "H" in the table and substituting "G".
7. Item 4.2 of Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers is amended
(a) by striking out the heading "4.2 Long Term Debt" and substituting "4.2 Long Term Debt
Securities", and
(b) by striking out "the current portion of the long-term debt" and substituting "the portion of
the debt".
8. Item 8(b) of Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers is amended by
striking out "sales" and substituting "revenue".
9. Part B Financial Statements – General of the Instructions for Completing Form 45-106F2
Offering Memorandum for Non-Qualifying Issuers is amended
(a) by repealing section 1 and substituting the following:
All financial statements, operating statements for an oil and gas property that is an
acquired business or a business to be acquired, and summarized financial information as to
the aggregated amounts of assets, liabilities, revenue and profit or loss of an acquired
business or business to be acquired that is, or will be, an investment accounted for by the
issuer using the equity method included in the offering memorandum must comply with
National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards,
regardless of whether the issuer is a reporting issuer or not.
Under National Instrument 52-107 Acceptable Accounting Principles and Auditing
Standards, financial statements are generally required to be prepared in accordance with
Canadian GAAP applicable to publicly accountable enterprises. An issuer using this form
cannot use Canadian GAAP applicable to private enterprises, except, subject to the
requirements of NI 52-107, certain issuers may use Canadian GAAP applicable to private
enterprises for financial statements for a business referred to in C.1. An issuer that is not a
reporting issuer may prepare acquisition statements in accordance with the requirements of
NI 52-107 as if the issuer were a venture issuer as defined in NI 51-102. For the purposes
- 3 -
of Form 45-106F2, the "applicable time" in the definition of a venture issuer is the
acquisition date.,
(b) in paragraph 3(a) by striking out "an income statement" and substituting "a statement of
comprehensive income", by striking out "statement of retained earnings" and substituting
"statement of changes in equity", and by striking out "cash flow statement" and substituting
"statement of cash flows",
(c) in paragraph 3(b) by striking out "balance sheet" and substituting "statement of financial
position",
(d) in paragraph 4(a) by striking out "an income statement" and substituting "a statement of
comprehensive income", by striking out "statement of retained earnings" and substituting
"statement of changes in equity", and by striking out "cash flow statement" and substituting
"statement of cash flows",
(e) in paragraph 4(b) by striking out "balance sheet" and substituting "statement of financial
position" and by striking out "and",
(f) in paragraph 4(c) by striking out "(c) notes to the financial statements." and substituting:
(c) a statement of financial position as at the beginning of the earliest comparative period
for which financial statements that are included in the offering memorandum comply with
IFRS in the case of an issuer that
(i) discloses in its annual financial statements an unreserved statement of compliance
with IFRS, and
(ii) does any of the following:
(A) applies an accounting policy retrospectively in its annual financial statements;
(B) makes a retrospective restatement of items in its annual financial statements;
(C) reclassifies items in its annual financial statements,
(d) in the case of an issuer’s first IFRS financial statements as defined in NI 51-102, the
opening IFRS statement of financial position at the date of transition to IFRS as defined in
NI 51-102, and
(e) notes to the financial statements.
4.1
If an issuer presents the components of profit or loss in a separate income
statement, the separate income statement must be displayed immediately before
the statement of comprehensive income filed under Item 4 above.,
- 4 -
(g) in section 5 by striking out "interim financial statements" and substituting "an interim
financial report",
(h) in paragraphs 5(a) and 5(b) by striking out "an income statement" and substituting "a
statement of comprehensive income", by striking out "statement of retained earnings" and
substituting "statement of changes in equity", and by striking out "cash flow statement" and
substituting "statement of cash flows",
(i) in paragraph 5(c) by striking out "balance sheet" and substituting "statement of financial
position", and by striking out "the periods required by paragraphs (a) and (b) and" , and
substituting "the period required by paragraph (a) and the end of the immediately preceding
financial year",
(j) by adding the following after paragraph 5(c):
(d) a statement of financial position as at the beginning of the earliest comparative period
for which financial statements that are included in the offering memorandum comply with
IFRS in the case of an issuer that
(i) discloses in its interim financial report an unreserved statement of compliance with
International Accounting Standard 34 Interim Financial Reporting, and
(ii) does any of the following:
(A) applies an accounting policy retrospectively in its interim financial report;
(B) makes a retrospective restatement of items in its interim financial report;
(C) reclassifies items in its interim financial report,
(e) in the case of the first interim financial report in the year of adopting IFRS, the
opening IFRS statement of financial position at the date of transition to IFRS,
(f) for an issuer that is not a reporting issuer in at least one jurisdiction of Canada
immediately before filing the offering memorandum, if the issuer is including an interim
financial report of the issuer for the second or third interim period in the year of adopting
IFRS include
(i) the issuer’s first interim financial report in the year of adopting IFRS, or
(ii) both
(A) the opening IFRS statement of financial position at the date of transition to IFRS,
and
(B) the annual and date of transition to IFRS reconciliations required by IFRS 1
First-time Adoption of International Financial Reporting Standards to explain how
- 5 -
the transition from previous GAAP to IFRS affected the issuer’s reported financial
position, financial performance and cash flows, and
(g) notes to the financial statements.
5.1
If an issuer presents the components of profit or loss in a separate income
statement, the separate income statement must be displayed immediately before
the statement of comprehensive income filed under item 5 above.,
(k) by repealing section 8 and substituting the following:
The comparative financial information required under B.5(b) and (c) may be omitted if the
issuer has not previously prepared financial statements in accordance with its current or, if
applicable, its previous GAAP.,
(l) in section 13 by striking out "statements" and substituting "reports",
(m) in section 14 by adding ", as defined in NI 51-102," after "Forward looking information",
and
(n) by adding the following after section 15:
16.
Despite section B.5, an issuer may include a comparative interim financial report of
the issuer for the most recent interim period, if any, ended
(a) subsequent to the most recent financial year in respect of which annual financial
statements of the issuer are included in the offering memorandum, and
(b) more than 90 days before the date of the offering memorandum.
This section does not apply unless
(a) the comparative interim financial report is the first interim financial report
required to be filed in the year of adopting IFRS, and the issuer is disclosing, for
the first time, a statement of compliance with International Accounting Standard
34 Interim Financial Reporting,
(b) the issuer is a reporting issuer in the local jurisdiction immediately before the
date of the offering memorandum, and
(c) the offering memorandum is dated before June 29, 2012..
10. Part C Financial Statements – Business Acquisitions of the Instructions for Completing Form
45-106F2 Offering Memorandum for Non-Qualifying Issuers is amended
(a) in paragraph 2(a), and 2(b) by striking out "date of acquisition" and substituting
"acquisition date",
- 6 -
(b) in paragraph 2(b) by adding the following after "offering memorandum for a proposed
acquisition.":
For information about how to perform the investment test in this paragraph, please refer to
subsections 8.3(4.1) and (4.2) of NI 51-102. Additional guidance may be found in the
companion policy to NI 51-102.,
(c) by repealing section 2.1,
(d) in subparagraph 4(a)(i) by striking out "an income statement" and substituting "a
statement of comprehensive income", by striking out "statement of retained earnings" and
substituting "statement of changes in equity", and by striking out "cash flow statement" and
substituting "statement of cash flows",
(e) in clause 4(a)(i)(B) by striking out "date of acquisition" and substituting "acquisition
date",
(f) in subparagraph 4(a)(ii) by striking out "balance sheet" and substituting "statement of
financial position",
(g) in clause 4(b)(i)(A) by striking out "an income statement" and substituting "a statement of
comprehensive income", by striking out "statement of retained earnings" and substituting
"statement of changes in equity", and by striking out "cash flow statement" and substituting
"statement of cash flows",
(h) in subclause 4(b)(i)(A)(i) by striking out "date of acquisition" and substituting "acquisition
date",
(i) in clause 4(b)(i)(B) by striking out "balance sheet" and substituting "statement of financial
position",
(j) by repealing subparagraph 4(b)(ii) and substituting the following:
(ii) an interim financial report comprised of
A) either
(i) a statement of comprehensive income, a statement of changes in equity and a
statement of cash flows for the most recently completed year-to-date interim period
ending on the last date of the interim period that ended before the acquisition date
and more than 60 days before the date of the offering memorandum and ended after
the date of the financial statements required under subclause (b)(i)(A)(i), and a
statement of comprehensive income and a statement of changes in equity for the
three month period ending on the last date of the interim period that ended before the
acquisition date and more than 60 days before the date of the offering memorandum
and ended after the date of the financial statements required under subclause
(b)(i)(A)(i), or
- 7 -
(ii) a statement of comprehensive income, a statement of changes in equity and a
statement of cash flows for the period from the first day after the financial year
referred to in subparagraph (b)(i) to a date before the acquisition date and after the
period end in subclause (b)(ii)(A)(i),
B) a statement of comprehensive income, a statement of changes in equity and a
statement of cash flows for the corresponding period in the immediately preceding
financial year, if any,
C) a statement of financial position as at the end of the period required by clause (A)
and the end of the immediately preceding financial year, and
D) notes to the financial statements.
Refer to Instruction B.7 for the meaning of "interim period",
(k) in section 6 by striking out "date of acquisition" and substituting "acquisition date", and
(l) in section 8 by striking out "accounted for as" and by striking out ", as that term is defined
in the CICA Handbook,".
11. Part D Financial Statement – Exemptions of the Instructions for Completing Form 45-106F2
Offering Memorandum for Non-Qualifying Issuers is amended
(a) in paragraph 2 by striking out "section 3.2(a) of NI 52-107" and substituting "section
3.3(1)(a)(i) of National Instrument 52-107 Acceptable Accounting Principles and Auditing
Standards",
(b) in paragraph 2 and 2(b) by striking out "contain" and substituting "express",
(c) in paragraph 2(a) and 2(b) by striking out "balance sheet" and substituting "statement of
financial position",
(d) in paragraph 2(c) by striking out "contained" and substituting "expressed",
(e) in subparagraph 3(a)(i) by adding "aggregated amounts of" before "assets", by adding ",
revenue and profit or loss" after "liabilities", and by striking out "and results of operations",
(f) in subparagraph 3(a)(ii) by striking out "earnings" and substituting "profit or loss",
(g) in subparagraph 3(c)(ii) by striking out "issued without a reservation of opinion" and
substituting "an unmodified opinion", and by striking out the following:
If the financial information included in an offering memorandum under D.3(a) has been
derived from financial statements of a business incorporated or organized in a foreign
jurisdiction that have been prepared in accordance with foreign GAAP, the information
- 8 -
must be accompanied by a note that explains and quantifies the effect of material
differences between Canadian GAAP and the foreign GAAP.,
(h) in paragraph 4(b) by striking out "accounted for as" , by striking out ""reverse take-over""
and substituting "reverse take-over", and by adding "and" after "NI 51-102,",
(i) by repealing paragraph 4(c),
(j) by repealing subparagraph 4(d)(i) and replacing it with the following:
(i) an operating statement for the business or related businesses for each of the financial
periods for which financial statements would, but for this section, be required under C.4
prepared in accordance with subsection 3.11(5) of National Instrument 52-107 Acceptable
Accounting Principles and Auditing Standards. The operating statement for the most
recently completed financial period referred to in C.4(b)(i) must be audited.,
(k) in section 5 by striking out "date of acquisition" and substituting "acquisition date" , and
(l) in paragraph 5(iii) by striking out "D.5(b)(ii)" and substituting "D.5(ii)".
12. Section 1.1 Available Funds of Form 45-106F3 Offering Memorandum for Qualifying Issuers
is amended by striking out "H" in the table and substituting "G".
13. Item 8(b) of Form 45-106F3 Offering Memorandum for Qualifying Issuers is amended by
striking out "sales" and substituting "revenue".
14. Section 1, Part B Financial Statements of the Instructions for Completing Form 45-106F3
Offering Memorandum for Qualifying Issuers is amended by striking out "Acceptable Accounting
Principles,
Auditing
Standards
and
Reporting
Currency"
and
substituting
"Acceptable
Accounting Principles and Auditing Standards".
15. Section 2, Part C Required Updates to the Offering Memorandum of the Instructions for
Completing Form 45-106F3 Offering Memorandum for Qualifying Issuers is amended by
striking out "interim financial statements" and substituting "interim financial reports".
16. Paragraph 1(c), Part D Information about the Issuer of the Instructions for Completing
Form 45-106F3 Offering Memorandum for Qualifying Issuers is amended by striking out
"interim financial statements" and substituting "interim financial report", and by striking out
"interim financial statements that are" and substituting "an interim financial report that is".
17. Transition - This Instrument only applies in respect of an offering memorandum or an
amendment to an offering memorandum of an issuer if that offering memorandum or amendment
includes or incorporates by reference financial statements of the issuer in respect of periods
relating to financial years beginning on or after January 1, 2011.
18. Exception - Despite section 17, this Instrument may be applied by an issuer to an offering
memorandum or an amendment to an offering memorandum of the issuer which includes or
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incorporates by reference financial statements of the issuer in respect of periods relating to a
financial year that begins before January 1, 2011 if the immediately preceding financial year
ends no earlier than December 21, 2010 and if the issuer is relying on the exemption in section
5.3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards.
19. Effective Date - This Instrument comes into force on January 1, 2011.
20. This Instrument may be cited as MSC Rule 2010-26.
Schedule B-2
Amendments to Companion Policy 45-106CP
Prospectus and Registration Exemptions
Amendment Instrument for Companion Policy 45-106 Prospectus and Registration
Exemptions
1.
Companion Policy 45-106CP Prospectus and Registration Exemptions is
amended by this Instrument.
2.
Subsection 3.8(1) is amended by adding “or profit” after “$75 000 pre-tax net
income”.
3.
The following is added after Part 6:
PART 7 – TRANSITION
7.1 Transition – Application of Amendments –The amendments to NI 45-106 and
this Companion Policy which came into effect on January 1, 2011 only apply in
respect of an offering memorandum or an amendment to an offering
memorandum of an issuer which includes or incorporates by reference financial
statements of the issuer in respect of periods relating to financial years beginning
on or after January 1, 2011..
4.
These amendments only apply in respect of an offering memorandum or an
amendment to an offering memorandum of an issuer which includes or
incorporates by reference financial statements of the issuer in respect of periods
relating to financial years beginning on or after January 1, 2011.
5.
Despite section 4, these amendments may be applied by an issuer to an offering
memorandum or an amendment to an offering memorandum of the issuer which
includes or incorporates by reference financial statements of the issuer in respect
of periods relating to a financial year that begins before January 1, 2011 if the
immediately preceding financial year ends no earlier than December 21, 2010
and if the issuer is relying on the exemption in section 5.3 of National Instrument
52-107 Acceptable Accounting Principles and Auditing Standards.
6.
This Instrument comes into force on January 1, 2011.
You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.