THE MANITOBA SECURITIES COMMISSION MSC RULE 2012-2 (Section 149.1, The Securities Act) AMENDMENTS TO NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS 1. National Instrument 41-101 General Prospectus Requirements is amended by this Instrument. 2. Form 41-101F1 Information Required in a Prospectus is amended by replacing section 10.9 with the following: "Ratings 10.9 (1) If the issuer has asked for and received a credit rating, or if the issuer is aware that it has received any other kind of rating, including a stability rating or a provisional rating, from one or more credit rating organizations for securities of the issuer that are outstanding, or will be outstanding, and the rating or ratings continue in effect, disclose (a) each rating received from a credit rating organization; (b) for each rating disclosed under paragraph (a), the name of the credit rating organization that has assigned the rating; (c) a definition or description of the category in which each credit rating organization rated the securities 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 are not addressed by the rating; (e) any factors or considerations identified by the credit rating organization as giving rise to unusual risks associated with the securities; (f) a statement that a credit rating or a stability rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the credit rating organization; and (g) any announcement made by, or any proposed announcement known to the issuer that is to be made by, a credit rating organization to the effect that the organization is reviewing or intends to revise or withdraw a rating previously assigned and required to be disclosed under this section. 10.9(2) If payments were, or reasonably will be, made to a credit rating organization that provided a rating described in section (1), state that fact and state whether any payments were made to the credit rating organization in respect of any other service provided to the issuer by the credit rating organization during the last two years. INSTRUCTIONS There may be factors relating to a security that are not addressed by a credit rating organization when they give a rating. For example, in the case of cash settled derivative instruments, factors in addition to the creditworthiness of the issuer, such as the continued subsistence of the underlying interest or the volatility of the price, value or level of the underlying interest may be reflected in the rating analysis. Rather than being addressed in the rating itself, these factors may be described by a credit rating organization by way of a superscript or other notation to a rating. Any such attributes must be
- 2 - discussed in the disclosure under this section. A provisional rating received before the issuer’s most recently completed financial year is not required to be disclosed under this section." 3. Form 41-101F2 Information Required in an Investment Fund Prospectus is amended by replacing section 21.8 with the following: "Ratings 21.8(1) If the investment fund has asked for and received a credit rating, or if the investment fund is aware that it has received any other kind of rating, including a stability rating or a provisional rating, from one or more credit rating organizations for securities of the investment fund that are outstanding, or will be outstanding, and the rating or ratings continue in effect, disclose (a) each rating received from a credit rating organization; (b) for each rating disclosed under paragraph (a), the name of the credit rating organization that has assigned the rating; (c) a definition or description of the category in which each credit rating organization rated the securities 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 are not addressed by the rating; (e) any factors or considerations identified by the credit rating organization as giving rise to unusual risks associated with the securities; (f) a statement that a credit rating or a stability rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the credit rating organization; and (g) any announcement made by, or any proposed announcement known to the investment fund that is to be made by, a credit rating organization to the effect that the organization is reviewing or intends to revise or withdraw a rating previously assigned and required to be disclosed under this section. 21.8(2) If payments were, or reasonably will be, made to a credit rating organization that provided a rating described in section (1), state that fact and state whether any payments were made to the credit rating organization in respect of any other service provided to the investment fund by the credit rating organization during the last two years. INSTRUCTIONS There may be factors relating to a security that are not addressed by a credit rating organization when they give a rating. For example, in the case of cash settled derivative instruments, factors in addition to the creditworthiness of the issuer, such as the continued subsistence of the underlying interest or the volatility of the price, value or level of the underlying interest may be reflected in the rating analysis. Rather than being addressed in the rating itself, these factors may be described by a credit rating organization by way of a superscript or other notation to a rating. Any such attributes must be discussed in the disclosure under this section. A provisional rating received before the investment fund’s most recently completed financial year is not required to be disclosed under this section." 4. These amendments apply to a prospectus or a prospectus amendment of an issuer or an investment fund where the preliminary prospectus is filed on or after April 20, 2012.
- 3 - 5. This Instrument comes into force on April 20, 2012. 6. This Instrument may be cited as MSC Rule 2012-2.
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