THE MANITOBA SECURITIES COMMISSION MSC RULE 2008-1 (Section 149.1, The Securities Act) MULTILATERAL INSTRUMENT 11-102 PASSPORT SYSTEM PART TITLE PAGE PART 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Language of documents - Québec 1 PART 2 CONTINUOUS DISCLOSURE 1 2.1 Exemption from non-harmonized continuous disclosure requirements 1 PART 3 PROSPECTUS 2 3.1 Principal regulator for prospectus 2 3.2 Discretionary change of principal regulator for prospectus 2 3.3 Deemed issuance of receipt 2 3.4 Exemption from non-harmonized prospectus requirements 3 3.5 Transition for section 3.3 3 PART 4 DISCRETIONARY EXEMPTIONS 3 4.1 Specified jurisdiction 3 4.2 Principal regulator – general 3 4.3 Principal regulator – exemptions related to insider reporting and take- 4 over bids 4.4 Principal regulator – head office not in a specified jurisdiction 4 4.5 Principal regulator – exemption not sought in principal jurisdiction 4 4.6 Discretionary change of principal regulator for discretionary 5 exemption applications 4.7 Passport application of discretionary exemptions 5 4.8 Availability of passport for discretionary exemptions applied for 5 before March 17, 2008 PART 5 EFFECTIVE DATE AND CITATION 6 5.1 Effective date 6 5.2 Citation 6 APPENDIX A Non-harmonized continuous disclosure provisions 7 APPENDIX B Prospectus provisions 8 APPENDIX C Non-harmonized prospectus provisions 9 APPENDIX D Equivalent provisions 10
THE MANITOBA SECURITIES COMMISSION MSC RULE 2008-1 (Section 149.1, The Securities Act) MULTILATERAL INSTRUMENT 11-102 PASSPORT SYSTEM PART 1 – DEFINITIONS Definitions 1.1 In this Instrument, "equivalent provision" means, for a provision listed in Appendix D below the name of a jurisdiction, the provision set opposite that provision below the name of another jurisdiction; "national prospectus instrument" means (a) National Instrument 41-101 General Prospectus Requirements, (b) National Instrument 44-101 Short Form Prospectus Distributions, (c) National Instrument 44-102 Shelf Distributions, (d) National Instrument 44-103 Post-Receipt Pricing, or (e) National Instrument 81-101 Mutual Fund Prospectus Disclosure; "preliminary prospectus" includes an amendment to a preliminary prospectus; "principal jurisdiction" means, for a person or company, the jurisdiction of the principal regulator; "principal regulator" means, for a person or company, the securities regulatory authority or regulator determined in accordance with Part 3 or 4, as applicable; "prospectus" includes an amendment to a prospectus; "SEDAR" has the same meaning as in National Instrument 13-101 System for Electronic Document Analysis and Retrieval. Language of documents – Québec 1.2 In Québec, nothing in this Instrument shall be construed as relieving a person from requirements relating to the language of documents. PART 2 – CONTINUOUS DISCLOSURE Exemption from non-harmonized continuous disclosure requirements 2.1 A provision listed in Appendix A does not apply to a reporting issuer if the reporting issuer is also a reporting issuer under the securities legislation of another jurisdiction of Canada.
- 2 - PART 3 – PROSPECTUS Principal regulator for prospectus 3.1(1) For the purposes of this section, the specified jurisdictions are British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick and Nova Scotia. 3.1(2) Subject to subsection (3) and section 3.2, for the purposes of a prospectus filing subject to this Part the principal regulator is the securities regulatory authority or regulator of the jurisdiction in which (a) the issuer's head office is located, if the issuer is not an investment fund, or (b) the investment fund manager's head office is located, if the issuer is an investment fund. 3.1(3) If the jurisdiction identified under paragraph (2) (a) or (b) is not a specified jurisdiction, the principal regulator is the securities regulatory authority or regulator of the specified jurisdiction with which the issuer or, in the case of an investment fund, the investment fund manager, has the most significant connection. Discretionary change of principal regulator for prospectus 3.2 If a person or company receives written notice from a securities regulatory authority or regulator that specifies a principal regulator, the securities regulatory authority or regulator specified in the notice is the principal regulator as of the later of (a) the date the person or company receives the notice, and (b) the effective date specified in the notice, if any. Deemed issuance of receipt 3.3(1) Subject to section 3.5(1), a receipt for a preliminary prospectus is deemed to be issued if (a) the preliminary prospectus is filed under a provision set out in Appendix B and under a national prospectus instrument, (b) at the time of filing the preliminary prospectus, the filer indicates on SEDAR that it is filing the preliminary prospectus under this Instrument, (c) the local jurisdiction is not the principal jurisdiction for the preliminary prospectus, and (d) the preliminary prospectus is filed with the principal regulator and the principal regulator issues a receipt for it. 3.3(2) A receipt for a prospectus is deemed to be issued if (a) the prospectus is filed under a provision set out in Appendix B and under a national prospectus instrument, (b) subject to section 3.5(2), the filer (i) complied with paragraph (1)(b) at the time of filing the related preliminary prospectus, or (ii) indicated on SEDAR that it filed the related pro forma prospectus under this Instrument at the time of filing the related pro forma prospectus, (c) the local jurisdiction is not the principal jurisdiction for the prospectus, and
- 3 - (d) the prospectus is filed with the principal regulator and the principal regulator issues a receipt for the prospectus. Exemption from non-harmonized prospectus requirements 3.4(1) A provision listed in Appendix C does not apply to a preliminary prospectus if (a) the preliminary prospectus is filed under a provision set out in Appendix B and under a national prospectus instrument, (b) the preliminary prospectus is filed in at least one other jurisdiction of Canada, and (c) a jurisdiction where the preliminary prospectus is filed is the principal jurisdiction for the filing of the preliminary prospectus. 3.4(2) A provision listed in Appendix C does not apply to a prospectus, other than a preliminary prospectus, if (a) the prospectus is filed under a provision set out in Appendix B and under a national prospectus instrument, (b) the prospectus is filed in at least one other jurisdiction of Canada, and (c) a jurisdiction where the prospectus is filed is the principal jurisdiction for the filing of the prospectus. Transition for section 3.3 3.5(1) Section 3.3(1) does not apply in respect of a receipt issued on or after March 17, 2008 if the receipt relates to an amendment, filed after March 17, 2008, to a preliminary prospectus and the preliminary prospectus was filed before March 17, 2008. 3.5(2) Section 3.3(2)(b) does not apply in respect of a receipt issued on or after March 17, 2008 if (a) the receipt relates to an amendment to a prospectus whose related preliminary prospectus or pro forma prospectus was filed before March 17, 2008, and (b) the filer indicated on SEDAR that it filed the amendment under this Instrument at the time of filing the amendment. PART 4 – DISCRETIONARY EXEMPTIONS Specified jurisdiction 4.1 For the purposes of this Part, the specified jurisdictions are British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick and Nova Scotia. Principal regulator – general 4.2 Subject to sections 4.3 to 4.6, the principal regulator for an application for an exemption is, (a) for an application made with respect to an investment fund, the securities regulatory authority or regulator of the jurisdiction in which the investment fund manager's head office is located, or
- 4 - (b) for an application made with respect to a person or company other than an investment fund, the securities regulatory authority or regulator of the jurisdiction in which the person or company's head office is located. Principal regulator – exemptions related to insider reporting and take-over bids 4.3 Subject to sections 4.4 to 4.6, the principal regulator for an application for an exemption from (a) a provision related to insider reporting listed in Appendix D is the securities regulatory authority or regulator of the jurisdiction in which the head office of the reporting issuer is located, or (b) a provision related to take-over bids listed in Appendix D is the securities regulatory authority or regulator of the jurisdiction in which the head office of the issuer whose securities are subject to the takeover bid is located. Principal regulator – head office not in a specified jurisdiction 4.4 Subject to section 4.5 and 4.6, if the jurisdiction identified under section 4.2 or 4.3, as applicable, is not a specified jurisdiction, the principal regulator for the application is the securities regulatory authority or regulator of the specified jurisdiction with which (a) in the case of an application for an exemption from a provision related to insider reporting listed in Appendix D, the reporting issuer has the most significant connection, (b) in the case of an application for an exemption related to a provision related to take-over bids listed in Appendix D, the issuer whose securities are subject to the take-over bid has the most significant connection, or (c) in any other case, the person or company or, in the case of an investment fund, the investment fund manager, has the most significant connection. Principal regulator – exemption not sought in principal jurisdiction 4.5(1) Subject to subsection (2), if a person or company is not seeking an exemption in the jurisdiction of the principal regulator, as determined under section 4.2, 4.3 or 4.4, as applicable, the principal regulator for the application is the securitites regulatory authority or regulator in the specified jurisdiction (a) in which the person or company is seeking the exemption, and (b) with which (i) in the case of an application for an exemption from a provision related to insider reporting, the reporting issuer has the most significant connection, (ii) in the case of an application for an exemption from a provision related to take-over bids, the issuer whose securities are subject to the take-over bid has the most significant connection, or (iii) in any other case, the person or company, or in the case of an investment fund, the investment fund manager, has the most significant connection. 4.5(2) If at any one time a person or company is seeking more than one exemption and not all of the exemptions are needed in the jurisdiction of the principal regulator, as determined under section 4.2, 4.3 or 4.4 or subsection (1), as applicable, the person or company may make the application to the securities regulatory authority or regulator in the specified jurisdiction (a) in which the person or company is seeking all of the exemptions, and
- 5 - (b) with which (i) in the case of an application for an exemption from a provision related to insider reporting, the reporting issuer has the most significant connection, (ii) in the case of an application for exemption from a provision related to take-over bids, the isuer whose securities are subject to the take-over bid has the most significant connection, or (iii) in any other case, the person or company, or in the case of an investment fund, the investment fund manager, has the most significant connection. 4.5(3) If a person makes an application under subsection (2), the securities regulatory authority or regulator under that subsection is the principal regulator for the application. Discretionary change of principal regulator for discretionary exemption applications 4.6 If a person or company receives written notice from a securities regulatory authority or regulator that specifies a principal regulator for the person or company's application, the securities regulatory authority or regulator specified in the notice is the principal regulator for the application. Passport application of discretionary exemptions 4.7(1) If an application is made in the principal jurisdiction for an exemption from a provision of securities legislation listed in Appendix D, the equivalent provision of the local jurisdiction does not apply if (a) the local jurisdiction is not the principal jurisdiction for the application, (b) the principal regulator for the application granted the exemption, (c) the person or company that made the application gives notice to the securities regulatory authority or regulator that this subsection is intended to be relied upon for the equivalent provision of the local jurisdiction, and (d) the person or company relying on the exemption complies with any terms, conditions, restrictions or requirements imposed by the principal regulator as if they were imposed in the local jurisdiction. 4.7(2) For the purpose of paragraph (1) (c), the person or company may give the notice referred to in that paragraph by giving it to the principal regulator. Availability of passport for discretionary exemptions applied for before March 17, 2008 4.8(1) If, before March 17, 2008, an application was made in a specified jurisdiction for an exemption from a provision of securities legislation listed in Appendix D, the equivalent provision of the local jurisdiction does not apply if (a) the local jurisdiction is not the specified jurisdiction, (b) the securities regulatory authority or regulator in the specified jurisdiction granted the exemption whether the order was made before, on or after March 17, 2008, (c) subject to subsection (3), the person or company that made the application gives notice to the securities regulatory authority or regulator that this subsection is intended to be relied upon for the equivalent provision of the local jurisdiction, and (d) the person or company relying on the exemption complies with any terms, conditions, restrictions or requirements imposed by the securities regulatory authority or regulator in the specified jurisdiction as if they were imposed in the local jurisdiction.
- 6 - 4.8(2) For the purpose of paragraph (1) (c), the person or company may give the notice referred to in that paragraph by giving it to the securities regulatory authority or regulator that would be the principal regulator under Part 4 if an application were to be made under that Part at the time the notice is given. 4.8(3) Paragraph (1)(c) does not apply to a reporting issuer in respect of an exemption from a CD requirement, as defined in Multilateral Instrument 11-101 Principal Regulator System, if, before March 17, 2008, (a) the principal regulator, identified under that Instrument, granted the exemption, and (b) the reporting issuer filed the notice of principal regulator under section 2.2 or 2.3 of that Instrument. PART 5 – EFFECTIVE DATE AND CITATION Effective date 5.1 This Instrument comes into force on March 17, 2008. Citation 5.2 This Instrument may be cited as MSC Rule 2008-1.
- 7 - APPENDIX A Non-harmonized continuous disclosure provisions Jurisdiction Provisions British Columbia sections 2 (Foreign financial statements and reports), and 3, other than subsection 3(3) (Preparation of financial statements) of the Securities Rules Alberta none Saskatchewan none Manitoba none Québec none New Brunswick none Nova Scotia none Prince Edward Island none Newfoundland and Labrador none Yukon none Northwest Territories none Nunavut none
- 8 - APPENDIX B Prospectus provisions Jurisdiction British Columbia Alberta Saskatchewan Manitoba Ontario Québec New Brunswick Nova Scotia Prince Edward Island Newfoundland and Labrador Yukon Northwest Territories Nunavut Securities Act provisions sections 61(1) (Prospectus required) and 62 (Voluntary filing of prospectus) section 110 (Filing prospectus) section 58 (Prospectus required) sections 37(1) (Prohibition as to trading) and 37(1.1) (Voluntary filing of non-offering prospectus) section 53 (Prospectus required) sections 11 (Prospectus required), 12 (Distribution outside Québec), and 68 (para 2) (Voluntary filing of prospectus) section 71 (Filing of preliminary prospectus and prospectus required and voluntary filing of prospectus) sections 58(1) (Prospectus required) and 58(2) (Prospectus to enable issuer to become a reporting issuer where no distribution is contemplated) section 94 (Prospectus required) sections 54.(1) (Prospectus required) and 54.(2) (Prospectus to enable issuer to become a reporting issuer where no distribution is contemplated) section 94 (Prospectus required) section 27(2) (Prohibition) section 27(2) (Prohibition)
- 9 - APPENDIX C Non-harmonized prospectus provisions Jurisdiction British Columbia Alberta Saskatchewan Manitoba Québec New Brunswick Nova Scotia Prince Edward Island Newfoundland and Labrador Yukon Northwest Territories Nunavut Provisions sections 2 (Foreign financial statements and reports), and 3, other than subsection 3(3) (Preparation of financial statements) of the Securities Rules none none none section 25 (Distribution made by the issuer itself) of Securities Regulation none none none none none none none
- 10 -APPENDIX D Equivalent provisions All references are to provisions of the Securities Act of the relevant jurisdiction unless otherwise noted. All references to 'NI' are to 'National Instruments'. All references to 'MI' are to 'Multilateral Instruments'. Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia SEDAR Marketplace operation (only Parts 6, 7 – 11, as they apply to an ATS, and 13) Trading rules (only Parts 4 and 8 – 11) Institutional trade NI 24-101 matching and settlement National registration database (NRD) Underwriting conflicts Registrant information Prospectus disclosure requirements Certificate of s.5.3(1) of NI 41-101 issuer Certificate of s.5.4(1) of NI 41-101 corporate issuer Certificate of s.5.8 of NI 41-101 issuer involved in reverse takeover Certificate of s.5.9(1) of NI 41-101 underwriter Certificate of s.5.11(1) of NI 41-101 promoter Delivery of s.6.4 of NI 41-101 amendments New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island NI 13-101 NI 21-101 NI 23-101 n/a NI 24-101 NI 31-102 NI 33-105 NI 33-109 NI 41-101 (except as noted below) s.58 s.58 n/a s.59(1) s.58(1) s.57(3)
- 11 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia Amendment to s.6.5(1) of NI 41-101 a preliminary prospectus Amendment to s.6.6(1) of NI 41-101 a final prospectus Amendment to s.6.6(2) of NI 41-101 a final prospectus Regulator must s.6.6(3) of NI 41-101 issue receipt Regulator must s.6.6(4) of NI 41-101 not refuse a receipt Prohibition s.6.6(5) of NI 41-101 against distribution Distribution of s.16.1 of NI 41-101 preliminary prospectus and distribution list Statement of s.18.1 of NI 41-101 rights Disclosure standards for mineral projects Short form prospectus distribution requirements Shelf prospectus requirements Post receipt pricing Rights offering requirements Resale of securities Standards of NI 51-101 disclosure for oil and gas activities New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island s.57(1) s.57(1) s.57(2) s.57(2.1) ss.57(2.1) and 61(3) s.57(2.2) ss.66 and 67 s.60 NI 43-101 NI 44-101 NI 44-102 NI 44-103 NI 45-101 NI 45-102 n/a NI 51-101
- 12 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia Continuous NI 51-102 disclosure (except as noted below) obligations Publication of s. 7.1 of NI 51-102 material change Accounting principles, auditing standards and reporting currency requirements Auditor oversight Certification of disclosure in annual and interim filings Audit committees Communication NI 54-101 with beneficial owners System for NI 55-102 electronic disclosure by insiders (SEDI) Insider reporting ss. 87(2), s. 2.1 of MI 55-103 for certain (5) and (6) derivative transactions (EM) - Reporting requirement New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island n/a NI 51-102 (except as noted below) n/a s.75 of Securities Act and s.3(1.1) of Regulation 1015 (General) NI 52-107 NI 52-108 NI 52-109 NI 52-110 n/a NI 54-101 n/a NI 55-102 n/a s.2.1 of MI 55-103
- 13 -Provision British Alberta Saskatchewan Manitoba Québec Nova New Prince Newfoundland Yukon Northwest Nunavut Ontario Columbia Scotia Brunswick Edward and Labrador Territories Island EM – Existing s.87.1 s.2.3 of MI 55-103 n/a s.2.3 of agreements MI 55-which 103 continue in force EM – Existing s.87(2) s.2.4 of MI 55-103 n/a s.2.4 of agreements and (6) MI 55-entered into 103 prior to becoming insider EM – Form s. 87(2), s.3.1 of MI 55-103 n/a s.3.1 of and timing of (5) and (6) MI 55-report of 103 Securities Act and s. 155.1(1), (2) and (3) of Securities Rules EM – Form s. 87.1 of s.3.2 of MI 55-103 n/a s.3.2 of and timing of Securities MI 55-report for Act and s. 103 existing 155.1(4) agreements of Securities Rules EM – Form s. 87 (2) s.3.3 of MI 55-103 n/a s.3.3 of and timing of and (6) of MI 55-report for Securities 103 existing Act and s. agreements 155.1(1) entered into and (3) of prior to Securities becoming Rules insider Disclosure of NI 58-101 n/a NI 58-101 corporate governance practices
- 14 -Provision British Alberta Saskatchewan Manitoba Québec Nova New Prince Newfoundland Yukon Northwest Nunavut Ontario Columbia Scotia Brunswick Edward and Labrador Territories Island Protection of n/a MI 61- n/a MI 61-minority security 101 101 holders in special transactions Early warning NI 62-103 n/a NI 62-103 reports and other take-over bid and insider reporting requirements Take-over bids and s.2.2(1) of MI 62-104 s.93.1(1) issuer bid requirements (TOB/IB) – Restrictions on acquisitions during take-over bid TOB/IB – s.2.3(1) of MI 62-104 s.93.1(4) Restrictions on acquisitions during issuer bid TOB/IB – s.2.4(1) of MI 62-104 s.93.2(1) Restrictions on acquisitions before takeover bid TOB/IB – s.2.5 of MI 62-104 s.93.3(1) Restrictions on acquisitions after bid TOB/IB – s.2.7(1) of MI 62-104 s.97.3(1) Restrictions on sales during formal bid TOB/IB – Duty s.2.8 of MI 62-104 s.94 to make bid to all security holders
- 15 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia TOB/IB – s.2.9 of MI 62-104 Commencemen t of bid TOB/IB – s.2.10 of MI 62-104 Offeror's circular TOB/IB – s.2.11(1) of MI 62-104 Change in information TOB/IB – s.2.11(4) of MI 62-104 Notice of change TOB/IB – s.2.12(1) of MI 62-104 Variation of terms TOB/IB – s.2.12(2) of MI 62-104 Notice of variation TOB/IB – s.2.12(3) of MI 62-104 Expiry date of bid if notice of variation TOB/IB – No s.2.12(5) of MI 62-104 variation after expiry New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island s.94.1(1) and (2) s.94.2(1) - (4) of Securities Act and s.3.1 of OSC Rule 62-504 s.94.3(1) s.94.3(4) of Securities Act and s.3.4 of OSC Rule 62-504 s.94.4(1) s.94.4(2) of Securities Act and s.3.4 of OSC Rule 62-504 s.94.4(3) s.94.4(5)
- 16 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia TOB/IB – s.2.13 of MI 62-104 Filing and sending notice of change or notice of variation TOB/IB – s.2.14(1) of MI 62-104 Change or variation in advertised takeover bid TOB/IB – s.2.15(2) of MI 62-104 Consent of expert – bid circular TOB/IB – s.2.16(1) of MI 62-104 Delivery and date of bid documents TOB/IB – Duty s.2.17 of MI 62-104 to prepare and send directors' circular TOB/IB – s.2.18 of MI 62-104 Notice of change TOB/IB – s.2.19 of MI 62-104 Filing directors' circular or notice of change New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island s.94.5 s.94.6(1) s 94.7(1) s.94.8(1) s.95(1) – (4) of Securities Act and s.3.2 of OSC Rule 62-504 s.95.1(1) and (2) of Securities Act and s.3.4 of OSC Rule 62-504 s.95.2
- 17 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia TOB/IB – s.2.20(2) of MI 62-104 Change in information in director's or officer's circular or notice of change TOB/IB – s.2.20(3) of MI 62-104 Form of director's or officer's circular TOB/IB – Send s.2.20(5) of MI 62-104 director's or officer's circular or notice of change to securityholders TOB/IB – File s.2.20(6) of MI 62-104 and send to offeror director's or officer's circular or notice of change TOB/IB – s.2.20(7) of MI 62-104 Form of notice of change for director's or officer's circular TOB/IB – s.2.21 of MI 62-104 Consent of expert, directors' circular, etc. New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island s.96(2) s.96(3) of Securities Act and s.3.3 of OSC Rule 62-504 s. 96(5) s. 96(6) s.96(7) of Securities Act and s.3.4 of OSC Rule 62-504 s.96.1
- 18 -Provision British Alberta Saskatchewan Manitoba Québec Nova New Prince Newfoundland Yukon Northwest Nunavut Ontario Columbia Scotia Brunswick Edward and Labrador Territories Island TOB/IB – s.2.22(1) of MI 62-104 s.96.2(1) Delivery and date of offeree issuer's documents TOB/IB – s.2.23(1) of MI 62-104 s.97(1) Consideration TOB/IB – s.2.23(3) of MI 62-104 s.97(3) Variation of consideration TOB/IB – s.2.24 of MI 62-104 s.97.1(1) Prohibition against collateral agreements TOB/IB – s.2.26(1) of MI 62-104 s.97.2(1) Proportionate take up and payment TOB/IB – s.2.27(1) of MI 62-104 s.97.3(1) Financing arrangements TOB/IB – s.2.28 of MI 62-104 s.98(1) Minimum deposit period TOB/IB – s.2.29 of MI 62-104 s.98(2) Prohibition on take up TOB/IB – s.2.32 of MI 62-104 s.98.3 Obligation to take up and pay for deposited securities TOB/IB – s.2.33 of MI 62-104 s.98.5 Return of deposited securities
- 19 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia TOB/IB – s.2.34 of MI 62-104 News release on expiry of bid TOB/IB – s.3.1 of MI 62-104 Language of bid documents TOB/IB – s.3.2(1) of MI 62-104 Filing of documents by offeror TOB/IB – s.3.2(2) of MI 62-104 Filing of documents by offeree issuer TOB/IB – Time s.3.2(3) of MI 62-104 period for filing TOB/IB – s.3.2(4) of MI 62-104 Filing of subsequent agreement TOB/IB – s.3.3(1) of MI 62-104 Certification of bid circulars TOB/IB – All s.3.3(2) of MI 62-104 directors and officers sign TOB/IB – s.3.3(3) of MI 62-104 Certification of directors' circular TOB/IB – s.3.3(4) of MI 62-104 Certification of inidvidual director's or officer's circular New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island s.98.6 n/a s.98.7 of Securities Act and s.5.1(1) of OSC Rule 62-504 s.5.1(2) of OSC Rule 62-504 s.5.1(3) of OSC Rule 62-504 s.5.1(4) of OSC Rule 62-504 s.99(1) s.99(2) s.99(3) s.99(4)
- 20 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia TOB/IB – s.3.4(1) of MI 62-104 Obligation to provide security holder list TOB/IB – s.3.4(2) of MI 62-104 Application of Canada Business Corporations Act TOB/IB – s.5.2 of MI 62-104 Early Warning TOB/IB – s.5.3 of MI 62-104 Acquisitions during bid TOB/IB – s.5.5 of MI 62-104 Copies of news release and report Multi-jurisdictional disclosure system Mutual fund prospectus disclosure Mutual fund requirements New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island s.99.1(1) s.99.1(2) s.102.1(1) – (4) of Securities Act and s.7.1 of OSC Rule 62-504 s.102.2(1) and (2) of Securities Act and s.7.2(1) of OSC Rule 62-504 s.7.2(3) of OSC Rule 62-504 NI 71-101 NI 81-101 NI 81-102
- 21 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia Commodity pools Mutual fund sales practices Investment fund continuous disclosure Independent review committee New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island NI 81-104 NI 81-105 NI 81-106 NI 81-107
- 22 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia Registration Dealer s.34(1)(a) s. s. 27(a) s.6(1) ss.148 s.31(1)(a registration 75(1)(a) & 149 ) requirement Underwriter s.34(1)(b) s. n/a s.6(1) s.148 s.31(1)(b registration 75(1)(a) ) requirement Adviser s.34(1)(c) s. s.27(c) s.6(7) ss.148 s.31(1)(c registration 75(1)(b & 149 ) requirement ) Trading in Securities Generally Registered s.51 s.94 s.45 s.70 s.163 of s.45 dealer acting as Securiti principal es Act and s.234.3 of Securiti es Regulat ion Disclosure of s.52 n/a n/a n/a n/a n/a investor relations activities Use of name of s.53 s.99 s.49 s.73 n/a s.49 another registrant New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island s.45(a) s. s.26(1)(a) s. s. 4 s. 4 s. 25(1)(a) 86(1)(a) 86(1) (a) n/a s. 86(2) s.26(1)(b) s.86(2) n/a n/a s. 25(1)(a) s.45(b) s. s.26(1)(c) s.86(1)( s. 4 s. 4 s. 25(1)(c) 86(1)(b) b) s.59 n/a s.40 n/a n/a n/a s.39 s.62 n/a n/a n/a n/a n/a n/a s.63 n/a s.44 n/a n/a n/a s.43
- 23 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia Trading in Exchange Contracts Trading s.58 s.106 & s.40 n/a n/a n/a exchange 107 contracts on an exchange in jurisdiction Trading s.59 s.108 & s.41 n/a n/a n/a exchange 109 contracts on an exchange outside jurisdiction Prospectus Prospectus s.61 s.110 s.58 s.37 ss.11 s.58 requirement and 12 Contents of s.63 s.113 s.61 s.41 ss.13 s.61 prospectus (full, and 20 true & plain disclosure) Waiting period s.78 s.123 s.73 s.38 ss.21 & s.70 communications 22 Obligation to s.83 s.129 s.79 s.64 ss.29, s.76 send prospectus 30, 31 and 32 New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a s.71(1) s. 94 s.54 s.94 s. 27 s. 27 s.53 s.74 s. 99 s.57 s.99 n/a n/a s.56 s.82 s. 97 s.66 s.97 n/a n/a s.65(2) s.88 s. 101(1) s.72 s.101 s. 28 s. 28 s.71(1) (1)
- 24 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia Requirements when using prospectus exemptions Filing disclosure n/a s.127.2 s.80.1 n/a s.37.2 n/a documents in of ASC of connection with Rules Securiti exemption es Regulat ion Filing report of s.139 of s.129.1 ss. 6.1 and s.7 of ss. 6.1 ss. 6.1 exempt Securities of ASC 6.3 of NI 45- Regulation and 6.3 and 6.3 distribution Rules Rules 106 and ss. 6.1 of NI of NI 45- and ss. 6.1 and ss. and 6.3 of 45-106 106 and 6.3 of NI 6.1 and NI 45-106 45-106 6.3 of NI 45- 106 Continuous Disclosure Voting if s.118 s.157 s.96 s.105 n/a s.93 proxies provided Shares in name s. 182 of s.104 s.55 s.79 s.164 s.55 of registrant not Securities to be voted Rules Insider Reporting Insider reports – s.87(2) other s.182(1) s.116(1) s.109 s.96 ss.113(1) filing upon than as it of becoming an applies to a Securitie insider of a related s Act and reporting issuer financial 172 of instrument General Securitie s Rules Insider reports – s.87 (5) s.182(2) s.116(2) s.109 s.97 s.113(2) filing upon other than as acquisition or it applies to a change in related securities financial instrument New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island s.2.3 of n/a n/a n/a n/a n/a s. 6.4 of Local Rule OSC Rule 45-802 45-501 ss. 6.1 and ss. 6.1 ss. 6.1 and 6.3 ss. 6.1 n/a n/a s. 7.1 of 6.3 of NI and 6.3 of NI 45-106 and 6.3 OSC Rule 45-106 of NI 45- of NI 45-501 106 45-106 and ss. 6.1 and 6.3 of NI 45-106 ss.102 and n/a s.88 n/a n/a n/a s 87 103(2) s.103(3) – s.163 s.50 s.163 n/a n/a s.49 (7) s.135(1) s.1(1) of s.108(1) n/a n/a n/a s.107(1) Local Rule 55-501 s.135(2) s.1(2) of s.108(2) n/a n/a n/a s.107(2) Local Rule 55-501
- 25 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia Insider reports – s.87 (6) s.182(3) s.116(3) s.109 s.98 s.113(4) filing upon other than as being deemed it applies to a an insider related financial instrument Time periods s.155.1 of s.190 of s.165(1) of s.109 ss.171, s.113 for filing insider Securities ASC Regulations 171.1, reports Rules other Rules 172 & than as it 174 of applies to a Securiti related es financial Regulat instrument ion Transfer reports n/a s.182(2) s.117 n/a s.102 s.116 Nominee reports n/a s.183 s.118 n/a s.103 s.117 Take-Over Bids and Issuer Bids Directors must s.99(1)(a) s.160 s.100 s.90 ss.113 s.105(2) make & 114 recommendatio n on bid New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island s.135(3) s.1(3) of s.108(3) n/a n/a n/a s.107(3) Local Rule 55-501 s.5 of Local s.1 of s.108 n/a n/a n/a s.107 Rule 11- Local 502 Rule 55- 501 s.136 n/a s.109 n/a s.108 of Securities Act and s. 167 of Regulatio n 1015 (General) n/a s.110 n/a s.109 of Securities Act and s.168 of Regulatio n 1015 (General) s.124 s. 108 s.92 s.108 n/a n/a ss.95 and 96
- 26 -Provision British Alberta Saskatchewan Manitoba Québec Nova Columbia Scotia Investment Funds – Self Dealing Investments of s.121 s.185 s.120 n/a s.236 of s.119 mutual funds Securiti es Regulat ion Indirect s.122 s.186 s.121 n/a n/a s.120 investment Fees on s.124 s.189 s.124 n/a n/a s.123 investment for mutual fund Report of s.126 s.191 s.126 n/a n/a s.125 mutual fund manager Restrictions on s.127 s.192 s.127 n/a s.236 of s.126 transactions Securiti with responsible es persons Regulat ion General Confidentiality s.169 s.221 s.152 s.149(q) s.296 s.148 Accounting s. 3(3) of n/a n/a n/a ss.116 s.3(4) of principles, Securities and 121 Reg. auditing Rules of standards and Securiti reporting es requirements Regulat (other than in NI ion 52-107) New Prince Newfoundland Yukon Northwest Nunavut Ontario Brunswick Edward and Labrador Territories Island s.137 n/a n/a n/a n/a n/a s.111 s.138 n/a n/a n/a n/a n/a s.112 s.141 n/a n/a n/a n/a n/a s.115 s.143 n/a n/a n/a n/a n/a s.117 s.144 n/a n/a n/a n/a n/a s.118 s.198 s. 26 s.140 s.25 s. 44 s. 44 s.140 n/a n/a n/a n/a n/a n/a s. 2(1) of Regulatio n 1015 (General)
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.