Ontario Commission des P.O. Box 55, 19th Floor CP 55, 19e étage
Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest
Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8
IN THE MATTER OF ONTARIO SECURITIES COMMISSION RULE 13-502 FEES
AND
IN THE MATTER OF THE ROYAL CANADIAN MINT (THE "FILER")
ORDER
WHEREAS the Ontario Securities Commission (the "Commission") has received an application from the Filer for an order, pursuant to section 6.1 of Ontario Securities Commission Rule 13-502 Fees (the "Fees Rule"), that the requirement to pay a participation fee under section 2.2 of the Fees Rule shall not apply to the Filer, subject to certain terms and conditions;
AND WHEREAS the Filer has represented to the Commission that:
The Filer is a Canadian Crown corporation pursuant to the Royal Canadian Mint Act (Canada) (the "Mint Act").
The head office of the Filer is in Ottawa, Ontario.
The Filer produces circulation, numismatic (or collectable) and bullion coins for the domestic and international markets. In addition to being responsible for the minting and distribution of Canada's circulation coins, the Filer operates other businesses on a commercial basis, including secure-storage, full-service gold and silver refineries, and services such as assaying.
The Filer is not currently a reporting issuer in any of the provinces or territories of Canada.
Under the Mint Act, all of the equity and voting shares of the Filer are held by the Minister of Transport, Infrastructure and Communities (the "Minister"), in trust for Her Majesty in right of Canada. The Mint Act does not permit the Filer to issue shares in its own capital to the public or to issue debt obligations that would result in the Filer having total outstanding borrowed money exceeding $75 million.
The Filer's external auditor, the Auditor General of Canada, audits the consolidated financial statements of the Filer and reports thereon to the Minister.
The securities for which the Requested Relief is sought are receipts ("Receipts") to be issued by the Filer and distributed to purchasers ("Purchasers"), each Receipt representing an undivided beneficial interest in gold bullion to be held in custody by the Filer (the "Program").
Each Receipt will also entitle the holder thereof, on the date that is 12 months after the closing of the offering (the "Purchase Date"), to purchase one additional Receipt at a price based on the market price of the underlying gold bullion on the Purchase Date. If unexercised on the Purchase Date, the right to purchase an additional Receipt will expire immediately thereafter.
Pursuant to section 3(2) of the Mint Act, the objects of the Filer are "to mint coins in anticipation of profit and to carry out other related activities." In carrying out its objects, the Filer has the rights, powers and privileges of a natural person.
The distribution of Receipts by the Filer is consistent with the powers and objects of the Filer. In compliance with its objects, the Filer will not engage in any activity, including any capital markets activity, unless it is related to its core business of minting coins.
The Filer will offer the Receipts to Purchasers in each of the provinces and territories of Canada through registered dealers and, possibly, in certain jurisdictions outside of Canada.
The Filer may, from time to time, issue additional Receipts under the Program.
Subject to obtaining the requisite listing approval, the Receipts will be listed and traded on the Toronto Stock Exchange.
The Receipts will be priced on the basis of the market price of gold bullion, therefore the value of a Receipt will be unrelated to the business, operations or financial condition of the Filer or the Government of Canada.
The proceeds of the offering of Receipts will be deposited in the account of an escrow agent on behalf of the Purchasers and applied to the purchase of gold bullion from third party suppliers for delivery to the Filer's storage facilities on the closing date of the offering.
The Filer will act as custodian of the gold bullion on behalf of the Purchasers and will hold the gold bullion in its facilities. Beneficial ownership of the gold bullion will at all times remain with the Purchasers.
The Receipts will be redeemable for gold bullion or cash at the election of the holder.
The Filer's obligations under the Receipts are to securely store the underlying gold bullion and, on redemption or termination, to make physical delivery of the applicable amount of gold bullion upon the request of a holder of a Receipt or to deliver the cash redemption amount.
The Filer is for all purposes an agent of Her Majesty in right of Canada. The Receipts will constitute direct unconditional obligations of the Filer and as such will constitute direct unconditional obligations of Her Majesty in right of Canada. Accordingly, the Filer's obligations under the Receipts will be backed by the full faith and credit of the Government of Canada. If the Filer fails to deliver gold bullion or cash in connection with a redemption, or gold bullion at the termination of the Program, the holders of the Receipts would be able to enforce their rights against the Government of Canada.
The distribution of the Receipts by the Filer will be made pursuant to an information statement (the "Information Statement") that contains disclosure of the terms of the Receipts, risk factors, the nature of the gold market, tax consequences to holders, and commissions and fees.
The Filer will maintain, by way of continuous disclosure, a website on which it will post a daily calculation of the adjusted net asset value of the Receipts, the current trading value of the Receipts, the historical trading data of the Receipts and the daily gold bullion price.
Pursuant to a decision document dated August 30, 2011 (the "Passport Decision") granted to the Filer by the Commission, as principal regulator, on behalf of itself and the securities regulatory authorities of the jurisdictions under the passport system contemplated by Multilateral Instrument 11-102 Passport System ("MI 11-102"), the Commission made a decision:
(i) under section 74(1) of the Securities Act (Ontario) (the "Act"), and the equivalent provisions of the securities legislation of each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon, Northwest Territories and Nunavut (collectively, the "Non-Principal Jurisdictions"), that the prospectus requirements in section 53(1) of the Act, and the equivalent provisions of the securities legislation of each of the Non-Principal Jurisdictions, shall not apply to the Filer in respect of the distribution by the Filer of Receipts, including Receipts issuable on the exercise of the right to purchase additional Receipts, to Purchasers;
(ii) under section 13.1 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102"), that the requirements of NI 51-102 shall not apply to the Filer;
(iii) under section 4.1 of National Instrument 52-108 – Auditor Oversight ("NI 52-108"), that the requirements of NI 52-108 shall not apply to the Filer;
(iv) under section 8.6 of National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), that the requirements of NI 52-109 shall not apply to the Filer;
(v) under section 8.1 of National Instrument 52-110 – Audit Committees ("NI 52-110"), that the requirements of NI 52-110 shall not apply to the Filer;
(vi) under section 3.1 of National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101"), that the requirements of Part 2 of NI 58-101 shall not apply to the Filer;
(vii) under section 7.1 of National Instrument 13-101 – System for Electronic Document Analysis and Retrieval (SEDAR) ("NI 13-101"), that the requirements of NI 13-101 shall not apply to the Filer; and
(viii) under section 6.1 of National Instrument 55-102 – System for Electronic Disclosure by Insiders (SEDI) ("NI 55-102"), that sections 2.3 and 2.4 of NI 55-102 shall not apply to the Filer;
subject to the conditions contained in that decision as follows:
(a) the Filer continues to be a Crown corporation pursuant to the Mint Act;
(b) the Filer provides each Purchaser with a copy of an Information Statement, prior to or at the time of an agreement of purchase and sale being entered into in respect of the Receipts, that describes, among other things, the terms of the Receipts, risk factors, the nature of the gold market, tax consequences to holders, and commissions and fees; and
(c) the Filer maintains a website on which it posts a daily calculation of the adjusted net asset value of the Receipts, the current trading value of the Receipts, the historical trading data of the Receipts and the daily gold bullion price.
THE ORDER of the Commission under the Fees Rule is that the requirement to pay a participation fee under section 2.2 of the Fees Rule shall not apply to the Filer, for so long as the Filer continues to satisfy all of the conditions contained in the Passport Decision.
DATED this 3rd day of October, 2011.
“Michael Brown”
_________________________________
Michael Brown
Assistant Manager, Corporate Finance
Ontario Securities Commission