Proposed National Instrument: NI - 54-102 - Supplemental Mailing List and Interim Financial Statement Exemption

NATIONAL INSTRUMENT 54-102 -
SUPPLEMENTAL MAILING LIST AND
INTERIM FINANCIAL STATEMENT EXEMPTION

TABLE OF CONTENTS

PART 1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
1.2 Agents and Nominees

PART 2 OBLIGATION TO SEND INTERIM FINANCIAL STATEMENTS
2.1 Exemption from Requirement to Send Interim Financial Statement
2.2 Establishment of Supplemental Mailing List
2.3 Duration of Exemption
2.4 Maintaining Supplemental Mailing List
2.5 Sending Interim Financial Statements
2.6 No Cost Return

 

PART 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

(1) In this Instrument

"interim financial statements" means, for a reporting issuer

(a) the interim financial statements or quarterly financial statements, and

(b) any other report for the first, second or third fiscal quarter3

in either case, required under Canadian securities legislation4 to be sent by the reporting issuer to registered holders of its securities;

"request for interim financial statements" means the request referred to in section 2.2 of this Instrument;

"supplemental mailing list" means a list of the registered holders and beneficial owners of the securities of a reporting issuer that have made a written request tothe reporting issuer that they receive interim financial statements of the reporting issuer.

(2) Terms defined in National Instrument 54-101 Communication With Beneficial Owners of Securities of a Reporting Issuer and used in this Instrument havethe respective meanings ascribed to them in that National Instrument.

1.2 Agents and Nominees

(1) A reference in this Instrument to an intermediary or reporting issuer includes a nominee or agent of the intermediary or reporting issuer.

(2) An person or company that uses an agent shall remain fully responsible for its compliance with the requirements of this Instrument.

PART 2 OBLIGATION TO SEND INTERIM FINANCIAL STATEMENTS

2.1 Exemption from Requirement to Send Interim Financial Statement - A reporting issuer is exempt from the requirement of securities legislation5 to send aninterim financial statement to securityholders of the reporting issuer who are not on the supplemental mailing list if

(a) the reporting issuer has complied with this Instrument in relation to the establishment and maintenance of a supplemental mailing list and the sending of theinterim financial statement to persons and companies on the list in accordance with this Instrument; and

(b) the reporting issuer has concurrently

(i) filed the interim financial statement as required by securities legislation,

(ii) filed the interim financial statement with all stock exchanges upon which securities of the reporting issuer are listed, and

(iii) issued to the financial press and filed a press release with the highlights of the information contained in the interim financial statement.

2.2 Establishment of Supplemental Mailing List

(1) In order to satisfy section 2.1, a reporting issuer shall establish a supplemental mailing list by sending a request form under which a registered holder orbeneficial owner of securities of the reporting issuer may make, at no cost, a request to receive the reporting issuer's interim financial statements.

(2) The request form referred to in subsection (1) shall be sent with the reporting issuer's

(a) proxy-related materials; or

(b) if the reporting issuer is not required under corporate law or securities legislation to hold an annual meeting of its securityholders, then the audited annualfinancial statements or annual report of the reporting issuer.

2.3 Duration of Exemption - The exemption provided in section 2.1 only applies in respect of sending interim financial statements for financial quarters that endduring the twelve month period that commences on

(a) the date of the annual meeting of securityholders of the reporting issuer for which proxy-related materials included a request form as provided in paragraph2.2(2)(a); or

(b) the date of sending the audited annual financial statements or annual report together with the request form as provided in paragraph 2.2(2)(b).6

2..4 Maintaining Supplemental Mailing List - A supplemental mailing list for a reporting issuer established under section 2.2 shall contain the names andaddresses of the registered holders and the beneficial owners of its securities that have requested its interim financial statements.7

2.5 Sending Interim Financial Statements - A reporting issuer that establishes a supplemental mailing list under section 2.2 shall send its interim financialstatements to the registered holders and beneficial owners of its securities whose names appear on the supplemental mailing list in accordance with the timingrequirements of securities legislation for sending interim financial statements to the registered holders of the securities.

2.6 No Cost Return - A reporting issuer shall make all necessary arrangements to permit a securityholder to respond to the request for interim financialstatements at no cost to the securityholder.