Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted to scholarship plan for extension of prospectus lapse date to July 15, 2013 – additional time needed to prepare prospectus in accordance with requirements of new prospectus form and for staff review – 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).
May 14, 2013
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)
AND
IN THE MATTER OF
C.S.T. Consultants Inc.
(the Filer)
AND
Canadian Scholarship Trust Group Savings Plan 2001
Canadian Scholarship Trust Individual Savings Plan
Canadian Scholarship Trust Family Savings Plan
(the Plans)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer 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 Plans be extended as if the lapse date of the prospectus of the Plans dated June 5, 2012 (the Current Prospectus) is July 15, 2013 (the Requested Relief).
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 Filer 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 each of the other provinces and territories of Canada (the Passport 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 Filer:
The Filer is the manager of the Plans.
The Filer is a corporation incorporated under the laws of Canada. The Filer is registered as a dealer in the category of scholarship plan dealer under applicable securities legislation in each province and territory of Canada. The Filer is also registered as an investment fund manager under applicable securities legislation in Ontario, Newfoundland and Labrador and Quebec.
The Filer is not in default of securities legislation in any province or territory of Canada.
Each Plan is a reporting issuer in each of the provinces and territories in Canada and is not in default of securities legislation in any province or territory of Canada.
Securities of the Plans are currently qualified for distribution in each of the provinces and territories of Canada under a prospectus dated June 5, 2012 (the “Current Prospectus”).
The lapse date for the Current Prospectus is June 5, 2013 (the “Current Lapse Date”). Accordingly, the distribution of securities of the Plans would have to cease on the Current Lapse Date unless (i) each Plan files a pro forma prospectus at least 30 days prior to the Current Lapse Date, i.e. by May 5, 2013; (ii) the final prospectus is filed no later than 10 days after the Current Lapse Date, i.e. by June 15, 2013 (the “Current Final Filing Date”); and (iii) a receipt for the final simplified prospectus is obtained within 20 days of the Current Lapse Date, i.e. by June 25, 2013.
Since the Current Prospectus, no undisclosed material change to the Plans has occurred. Accordingly, the Current Prospectus continues to provide accurate information regarding the Plans. All documents required to be incorporated by reference into the Current Prospectus have been filed as required under applicable securities laws.
The Canadian Securities Administrators, including the OSC, amended National Instrument 41-101 General Prospectus Requirements (NI 41-101) to require each Plan to prepare a Plan Summary and a Detailed Plan Disclosure document, both of which will be the prospectus of the Plan. The amendments to NI 41-101 will come into force on May 31, 2013.
In accordance with the request of OSC staff, the Filer has prepared the pro forma prospectus of the Plans in accordance with the new requirements expected to come into force on May 31, 2013, so that the final prospectus documents of the Plans will be prepared in the new form to be required by NI 41-101 once it becomes effective. The new requirements have necessitated a complete redraft of the Plans’ prospectus.
The requested extension of the Current Lapse Date is necessary:
(i) To ensure that the new revised prospectus documents of the Plans comply in all material respects with NI 41-101,
(ii) To allow for sufficient time to translate the new revised prospectus documents into French, and
(iii) To allow for sufficient review time by OSC staff.
- Given the disclosure obligations of the Filer and the Plans, should any material changes to the Plans be proposed, the Current Prospectus will be amended accordingly. Therefore, the extension of the Current Lapse Date requested will not affect the currency or accuracy of the information contained in the Current Prospectus and will allow for the prospectus of the Plans, once filed in final form to be in accordance with the new requirements of NI 41-101 expected to come into force on May 31, 2013 and accordingly, 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 Decision Maker under the Legislation is that the Requested Relief is granted.
“Darren McKall”
Darren McKall
Manager, Investment Funds Branch
ONTARIO SECURITIES COMISSION