Register today for OSC Dialogue 2024: Inviting, thriving and secure capital markets
Frontenac Mortgage Investment Corporation
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to mutual fund for extension of lapse date of prospectus for 70 days -- Extension of lapse date will not affect the current status or accuracy of the information contained in the prospectus.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
January 17, 2020
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the "Jurisdiction") AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF FRONTENAC MORTGAGE INVESTMENT CORPORATION (the "Filer")
DECISION
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 ("Legislation") that the time limits pertaining to filing the renewal prospectus of the Filer dated January 21, 2019 (the "Current Prospectus") be extended as if the lapse date was March 31, 2020 (the "Requested Relief").
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission ("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 is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan and Manitoba (together with Ontario, the "Jurisdictions").
Interpretation
Terms defined in National Instrument 14-101 -- Definitions have the same meaning if used in this decision, unless otherwise defined.
Representations$
The decision is based on the following facts as represented by the Filer:
1. The Filer is a reporting issuer in each of the Jurisdictions and is not in default of securities legislation in any of the Jurisdictions.
2. Common shares of the Filer are qualified for distribution in each of the Jurisdictions on a continuous monthly basis under the Current Prospectus. The Filer has historically distributed its securities on a continuous monthly basis pursuant to long-form prospectuses on Form 41-101F2 which were renewed annually.
3. The lapse date of the Current Prospectus is January 21, 2020 (the "Lapse Date").
4. The Filer has been in discussions with OSC Staff relating to the terms and conditions of the Filer's transition from oversight by the Investment Funds and Structured Products branch of the OSC as an investment fund issuer to oversight by the Corporate Finance branch of the OSC as a corporate issuer (the "Transition").
5. Pursuant to the Legislation, in order to ensure that the Filer's common shares are distributed on a continuous monthly basis in the Jurisdictions, uninterrupted, the Filer must file a prospectus in Form 41-101F1 for which a receipt is issued by the Jurisdictions on or before January 21, 2020.
6. The Filer is seeking the Requested Relief in order to allow it to complete the Transition such that it can continue to offer its common shares on a continuous monthly basis, uninterrupted, in the Jurisdictions pursuant to a final prospectus in Form 41-101F1.
7. There have been no material changes in the affairs of the Filer since the date of the Current Prospectus. Accordingly, the Current Prospectus represents the current information of the Filer.
8. Given the disclosure obligations of the Filer, should any material changes occur, the Current Prospectus of the Filer will be amended as required under the Legislation.
9. The Requested Relief will not affect the 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 Requested Relief is granted.
"Neeti Varma"
Manager, Investment Funds and Structured Products
Ontario Securities Commission