Headnote National Policy 11-203 Process for Exemptive Relief in Multiple Jurisdictions – Relief granted to scholarship plan for extension of prospectus lapse date to November 30, 2012 – additional time needed for consideration of consultant’s report required pursuant to temporary order issued against the investment fund manager – extension of lapse will not impact currency of disclosure relating to the scholarship plan. Applicable Legislative Provisions Securities Act, R.S.O. 1990, c. S 5 as amended, ss 62(5).
September 5, 2012
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)
AND
IN THE MATTER OF
GLOBAL GROWTH ASSETS INC.
(the Manager)
AND
GLOBAL EDUCATIONAL TRUST PLAN
(the Plan)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the manager for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption that the time limits pertaining to filing the renewal prospectus of the Plan be extended as if the lapse date of the Plan’s prospectus dated August 26, 2011 (the Current Prospectus) is November 30, 2012 (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission (the OSC) is the principal regulator for this application; and
(b) the Manager has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Prince Edward Island, Newfoundland and Nova Scotia (together with the Jurisdiction, the Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Manager:
The Manager is the investment fund manager of the Plan.
The Plan is an “Education Savings Plan” under s. 146.1 of the Income Tax Act (Canada).
Units of the Plan are currently qualified for distribution in each of the Jurisdictions under the Current Prospectus dated August 26, 2011 and the Plan is a reporting issuer in each of the Jurisdictions.
Neither the Plan, nor the Manager, is in default of securities legislation in any of the Jurisdictions.
The lapse date (the Current Lapse Date) of the Current Prospectus is August 26, 2012. Under the Legislation the distribution of the Plan’s units would have to cease on the Current Lapse Date unless (a) a pro forma prospectus for the Plan was filed at least 30 days prior to the Current Lapse Date, (b) the final prospectus is filed no later than 10 days after the Current Lapse Date and (c) a receipt for the final prospectus is obtained within 20 days of the Current Lapse Date.
A pro forma prospectus for the Plan was filed on July 26, 2012. This means that absent the Exemption Sought, the final prospectus would have to be filed by September 5, 2012, and a receipt must be obtained by September 17, 2012 (due to September 15 falling on a Saturday), in order for the distribution of units of the Plan to continue without interruption.
Given the anticipated timing of a consultant’s report the Manager will be providing to OSC staff, OSC staff have indicated to the Manager that they will not be able to complete their review of the pro forma prospectus and issue a receipt for the final prospectus within the required time period. The Exemption Sought is requested in order to allow OSC sufficient time to complete its review without resulting in the Plan being forced to cease distribution of its units because the Current Prospectus has lapsed.
Since the date of the Current Prospectus, there has been no undisclosed material change in the Plan. Accordingly, the Current Prospectus continues to provide accurate information regarding the Plan.
Should any material changes be proposed in the interim, the Plan’s prospectus will be amended accordingly. Therefore, the Exemption Sought will not affect the currency or accuracy of the information contained in the Current Prospectus, and therefore will not be prejudicial to the public interest.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.
“Darren McKall”
Darren McKall
Manager, Investment Funds Branch
Ontario Securities Commission
Headnote
National Policy 11-203 Process for Exemptive Relief in Multiple Jurisdictions – Relief granted to scholarship plan for extension of prospectus lapse date to November 30, 2012 – additional time needed for consideration of consultant’s report required pursuant to temporary order issued against the investment fund manager – extension of lapse will not impact currency of disclosure relating to the scholarship plan.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S 5 as amended, ss 62(5).