Mutual Reliance Review System for Exemptive Relief Application -- Extension of distribution beyond lapse date for a scholarship plan.
Applicable Statutory Provisions
Securities Act R.S.O 1990, c. S.5, as am., s. 62(5).
August 23, 2005
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO, ALBERTA, BRITISH COLUMBIA,
SASKATCHEWAN, QUEBEC, NEW BRUNSWICK,
NEWFOUNDLAND AND LABRADOR, NOVA SCOTIA
AND PRINCE EDWARD ISLAND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
GLOBAL EDUCATIONAL TRUST FOUNDATION
(THE "FILER"), AND THE GLOBAL EDUCATIONAL
TRUST PLAN (THE "PLAN")
MRRS DECISION DOCUMENT
The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") for an exemption that the time limits pertaining to the distribution of securities of the Plan under the Plan's prospectus dated August 23, 2004 be extended to the time limits that would be applicable if the lapse date was September 23, 2005 (the "Requested Relief").
Under the Mutual Reliance Review System for Exemptive Relief Applications
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
This decision is based on the following facts represented by the Filer:
1. The Filer is a non-profit corporation without share capital incorporated by Letters Patent dated November 25, 1996 under the Canada Corporations Act.
2. The Filer is the sponsor and administrator of the Plan.
3. The Plan is a trust organized under the laws of the Province of Ontario and holds the assets of Registered Education Savings Plans ("RESP") under the Income Tax Act (Canada) (the "Tax Act").
4. The Plan is a reporting issuer or the equivalent thereof within the meaning of the Legislation. The current offering of the Plan is being made pursuant to a prospectus (the "Current Prospectus") dated August 23, 2004. The date of issuance of the receipt for the Current Prospectus in each Jurisdiction was September 7, 2004.
5. Pursuant to the Legislation, the lapse date ("Lapse Date") of the Current Prospectus is August 23 2005 in Alberta, British Columbia, Manitoba, Newfoundland, Nova Scotia and Prince Edward Island.
6. On August 15, 2005, which was less than thirty days prior to the lapse date of the Current Prospectus, the Plan filed a pro forma prospectus under SEDAR project number 819016 in all of the Jurisdictions.
7. No material change has occurred in the affairs of the Plan since the date of the Current Prospectus.
8. At the end of 2004, the Canada Education Savings Act, S.C. 2004, c. 26 ("CESA") and the Alberta Centennial Education Savings Plan Act, S.A. 2004, c. A-14.7 ("ACES") were enacted. CESA repeals the Canadian Education Savings Grant ("CESG") regulations under the Department of Human Resources Development Act (Canada), revises the CESG program and introduces the Canada Learning Bond to assist low income families with contributions to registered education savings plans ("RESPs"). ACES introduces another new grant payable into RESPs for children born in and attending school in the Province of Alberta.
9. The regulations under CESA (the Regulations) were published in the Canada Gazette, Vol. 139, No. 11 -- June 1, 2005 The Regulations contain very detailed requirements relating to eligibility for and calculation of CESGs and the Canada Learning Bond as well as rules dealing with the implications on CESGs and the Canada Learning Bond of transferring and terminating RESPs. The Regulations also have an impact on the administration of the grant program under ACES.
10. Given that the final version of the Regulations were published in June and enacted July 1, 2005, the Filer seeks an extension of the Lapse Date so that changes to the Plan may be disclosed in the renewal prospectus to ensure that the renewal prospectus will contain full, true and plain disclosure of all material facts in respect of the Plan.
11. On August 29, 2005, the Plan expects to file its interim financial statements for the period ended June 30, 2005. The extension of the Lapse Date is necessary to allow the Plan's auditor to review the interim financial statements. The June 30, 2005 interim financial statements would be required to be included in the renewal prospectus.
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.