This document is an unofficial consolidation of all amendments to Form 62-104F5 Notice of Change or Notice of Variation, effective as of May 9, 2016. This document is for reference purposes only. The unofficial consolidation of the Form is not an official statement of the law.
Notice of Change or Notice of Variation
Part 1 General Provisions
(a) Defined terms
If a term is used but not defined in this Form, refer to Part 1 of National Instrument 62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 14-101 Definitions.
(b) Plain language
Write the notice of change or notice of variation so that readers are able to understand it and make informed investment decisions. Plain language principles should be applied when preparing a notice of change or notice of variation including:
• using short sentences;
• using definite everyday language;
• using the active voice;
• avoiding superfluous words;
• organizing the document into clear, concise sections, paragraphs and sentences;
• avoiding jargon;
• using personal pronouns to speak directly to the reader;
• avoiding reliance on glossaries and defined terms unless it facilitates understanding of the disclosure;
• avoiding vague boilerplate wording;
• avoiding abstract terms by using more concrete terms or examples;
• avoiding multiple negatives;
• using technical terms only when necessary and explaining those terms;
• using charts, tables and examples where it makes disclosure easier to understand.
If you use technical terms, explain them in a clear and concise manner.
(c) Numbering and headings
The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the heading or numbering or follow the order of items in this Form. You do not need to refer to inapplicable items and, unless otherwise required in this Form, you may omit negative answers to items. Disclosure provided in response to any item need not be repeated elsewhere in the circular.
Part 2 Contents of Notice of Change or Notice of Variation
Item 1. Name of offeror
State the corporate name of the offeror or, if the offeror is an unincorporated entity, the full name under which it exists and carries on business.
Item 2. Name of offeree issuer (if applicable)
State the corporate name of the offeree issuer or, if the offeree issuer is an unincorporated entity, the full name under which it exists and carries on business.
Item 3. Particulars of notice of change or notice of variation
(1) A notice of change required under section 2.11 of the Instrument must contain
(a) a description of the change in the information contained in
(i) the take-over bid circular or issuer bid circular, and
(ii) any notice of change previously delivered under section 2.11,
(b) the date of the change,
(c) the date up to which securities may be deposited,
(d) the date by which securities deposited must be taken up by the offeror, and
(e) a description of the rights of withdrawal that are available to security holders.
(2) A notice of variation required under section 2.12 of the Instrument must contain
(a) a description of the variation in the terms of the take-over bid or issuer bid,
(a.1) if one of the terms referred to in paragraph (a) is the mandatory 10-day extension period required pursuant to paragraph 2.31.1(a) of the Instrument, the number of securities deposited under the take-over bid and not withdrawn as at the date of the variation,
(b) the date of the variation,
(c) the date up to which securities may be deposited,
(d) the date by which securities deposited must be taken up by the offeror,
(e) if the date referred to in paragraph (d) is not known, a description of the legal requirements regarding the timing of take up of securities deposited under the bid,
(f) a description of when payment will be made for deposited securities in relation to the time in which they are taken up by the offeror, and
(g) a description of the rights of withdrawal that are available to security holders.
(3) A notice of change required under section 2.18 or subsection 2.20(2) of the Instrument must contain, as applicable, a description of the change in the information contained in
(a) the directors’ circular,
(b) any notice of change previously delivered under section 2.18,
(c) the director’s or officer’s circular, or
(d) any notice of change previously delivered under subsection 2.20(2).
Item 4. Statement of rights
Include the following statement of rights provided under the securities legislation of the jurisdictions relating to this notice:
Securities legislation of the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer.
Item 5. Certificate
Include the signed certificate required in the bid circular, directors’ circular or director’s or officer’s circular, amended to refer to the initial circular and to all subsequent notices of change or notices of variation.
Item 6. Date of notice of change or notice of variation
Specify the date of the notice of change or notice of variation.