Ontario Securities Commission Rule 54-501 -Relief from the requirement to include in an information circularcertain financial statements of an acquired business. Financialstatements are no longer relevant as a result of a previouscorporate reorganization.
OSC Rule 41-501 - General Prospectus Requirements- Sections 2.2, 6.2 and 6.6.
OSC Rule 54-501 - Prospectus Disclosure in CertainInformation Circulars - Section 3.1.
IN THE MATTER OF
THE SECURITIES ACT R.S.O.1990, CHAPTER S.5, AS AMENDED
IN THE MATTER OF
RULE 54-501 - PROSPECTUS
DISCLOSURE IN CERTAIN INFORMATIONCIRCULARS ("RULE 54-501")
IN THE MATTER OF
DUNDEE WEALTH MANAGEMENT INC.AND IPC FINANCIAL NETWORK INC.
(Section 3.1 of Rule 54-501)
WHEREAS the Ontario Securities Commission(the "Commission") has received an application fromDundee Wealth Management Inc. ("Dundee Wealth") andIPC Financial Network Inc. ("IPCFN" and together withDundee Wealth, the "Filers") for an order pursuantto Section 3.1 of Commission Rule 54-501 that the prospectuslevel disclosure requirements contained in Part 2 of Rule 54-501(the "Prospectus Level Disclosure Requirements") shallnot apply to a management proxy circular (the "Circular")to be sent to all shareholders of IPCFN in connection with theproposed amalgamation (the "Amalgamation") of IPCFNand 6042074 Canada Inc. ("Subco"), a wholly-ownedsubsidiary of Dundee Wealth, pursuant to section 181 of theCanada Business Corporations Act (the "CBCA")(the amalgamated company to be formed by the amalgamation ofIPCFN and Subco being referred to as "Amalco"), solelyin respect of one of the requirements of Part 6 of CommissionRule 41-501 ("Rule 41-501") relating to the inclusionof certain audited financial statements of a business acquiredby Dundee Wealth;
AND WHEREAS the Filers have representedto the Commission that:
1. Dundee Wealth is a corporation incorporatedunder the Business Corporations Act (Ontario). Thecommon shares in the capital of Dundee Wealth are listed andposted for trading on the Toronto Stock Exchange. Dundee Wealthis a reporting issuer in each province of Canada.
2. IPCFN is a corporation incorporated underthe CBCA. The common shares in the capital of IPCFN (the "IPCFNShares") are listed and posted for trading on the TSXVenture Exchange. IPCFN is a reporting issuer in British Columbia,Alberta, Saskatchewan, Ontario, Quebec and Nova Scotia.
3. Subco is a corporation incorporated underthe CBCA and is a direct wholly-owned subsidiary of DundeeWealth. Subco is not a reporting issuer in any province ofCanada. Subco will be used for the sole purpose of effectingthe Amalgamation.
4. Pursuant to a merger agreement dated asof December 26, 2002 between Dundee Wealth, Subco and IPCFN,Dundee Wealth intends to acquire all of the issued and outstandingIPCFN Shares, including IPCFN Shares issuable upon the exerciseor surrender of outstanding stock options and the conversionof outstanding IPCFN preference shares, pursuant to the Amalgamation.
5. The Amalgamation will result in each holderof IPCFN Shares (a "IPCFN Shareholder") receivingcommon shares, Series A First Preference Shares and/or SeriesB First Preference Shares of Dundee Wealth, in addition toredeemable preferred shares in the capital of Amalco. Pursuantto the Amalgamation, Dundee Wealth will receive common sharesin the capital of Amalco in exchange for its shares of Subco.On the second business day following completion of the Amalgamation,each redeemable preferred share will be redeemed for cash.Upon completion of this redemption, Dundee Wealth will ownall of the shares of Amalco.
6. The Circular is subject to the ProspectusLevel Disclosure Requirements in respect of Dundee Wealthpursuant to Rule 54-501, because Dundee Wealth will be issuingsecurities to the IPCFN Shareholders, the security holdersof a reporting issuer, pursuant to the Amalgamation. Accordingly,the Circular must include the information required pursuantto Rule 41-501.
7. Effective October 2, 2002, Dundee Wealthcompleted the acquisition of StrategicNova Inc. ("Nova"),a wealth management company.
8. For the purposes of Rule 41-501, the acquisitionof Nova by Dundee Wealth constitutes a "significant acquisition"by Dundee Wealth. The application of the "significancetests" described in section 2.2 of Rule 41-501 resultsin the Nova acquisition having a significance of greater than50 percent (as described under Rule 41-501). As such, onerequirement of sections 6.2 and 6.6 of Rule 41-501 is thata prospectus (and in the present case, by operation of Rule54-501, the Circular) include audited statement of income,retained earnings and cash flows for the three most recentlycompleted financial years of Nova ended more than 90 daysbefore the date of the Circular. This would include an auditedstatement of income, retained earnings and cash flows of Novafor the financial year ended June 30, 1999.
9. Nova underwent a corporate restructuringin 2000. The sole audited financial statements of Nova encompassingthe "business" of Nova for the relevant period arethe following: (a) for the year ended December 31, 2001; (b)for the "transition year" six months ended December31, 2000; and (c) for the year ended June 30, 2000.
10. An audited statement of income, retainedearnings and cash flows of Nova for the year ended June 30,1999 that could be used and compared to the audited financialstatements of Nova for the year ended June 30, 2000 does notexist as a result of the restructuring at Nova that occurredin 2000.
11. The results for 1999 are not materialas compared with 2000.
12. Financial statements for the period priorto Nova's financial year ended June 30, 2000 relate to a periodmore than three and a half years ago and, as a result of Nova'srestructuring in 2000, are less relevant than all subsequentfinancial statements.
13. It is not practical to audit the Novastatement of income, retained earnings and cash flows forthe financial year ended June 30, 1999.
14. All other financial statements requiredunder Rule 41-501 will be included in the Circular in compliancewith that Rule.
15. The Circular will include the auditedstatements of income, retained earnings and cash flows forNova (a) for the year ended December 31, 2001; (b) for thesix months ended December 31, 2000; and (c) for the year endedJune 30, 2000. These constitute required audited statementsof income, retained earnings and cash flows of Nova for twotwelve-month periods and one "transition year" periodof six months.
AND WHEREAS the Commission is satisfiedthat it would not be prejudicial to the public interest to grantthe exemptive relief requested;
THE DECISION of the Commission pursuantto Section 3.1 of Rule 54-501 is that the Filers shall be exemptfrom Part 2 of Rule 54-501 to the extent that such Part 2 imposesthe requirement to provide a statement of income, retained earningsand cash flows in respect of Nova for the year ended June 30,1999.
January 23, 2003.