Mutual Reliance Review System for Exemptive Relief Application -- Exemptive relief granted to scholarship plans allowing extension of prospectus lapse date.
Applicable Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
September 7, 2007
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC, NOVA SCOTIA,
PRINCE EDWARD ISLAND, NEW BRUNSWICK,
NEWFOUNDLAND AND LABRADOR, AND YUKON
AND NUNAVUT TERRITORIES
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
CANADIAN SCHOLARSHIP TRUST FOUNDATION
(THE "FILER") ON BEHALF OF THE
CANADIAN SCHOLARSHIP TRUST GROUP PLAN
2001, THE CANADIAN SCHOLARSHIP TRUST
INDIVIDUAL PLAN AND THE CANADIAN
SCHOLARSHIP TRUST FAMILY PLAN
(COLLECTIVELY, THE "PLANS")
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) that:
(i) the time limits for the renewal of the prospectus of the Plans dated June 27, 2006 (the Prospectus) be extended to the time limits that would be applicable if the lapse date of the Prospectus were September 28, 2007 (the New Lapse Date), and
(ii) the renewal prospectus for the Plans filed within the extended time limits applicable under the New Lapse Date not be required to include the interim financial statements of the Plans for the period ended April 30, 2007.
Paragraphs (i) and (ii) together shall be referred to as the Requested Relief.
Under the Mutual Reliance Review System for Exemptive Relief Applications,
(a) the Ontario Securities Commission (OSC) 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 December 15, 1960 under the Canada Corporations Act with its head office located in Ontario;
2. The Plans are reporting issuers, or the equivalent thereof, as defined in the Legislation, and are not in default of any requirements of the Legislation or the regulations made thereunder;
3. The Filer is the sponsor and the administrator of the Plans;
Lapse Date Relief
4. The Plans are currently offered under the Prospectus that was receipted on June 29, 2006. Pursuant to the Legislation or the regulations made thereunder, the original lapse date (Original Lapse Date) for the distribution of scholarship agreements by the Plans was June 27, 2007.
5. A pro forma prospectus of the Plans was filed under the Legislation on May 2, 2007. Following the issuance of first and second comment letters by staff of the OSC as principal regulator, OSC staff informed the Filer that given that a number of the comments relate to broad industry wide issues, additional time would be required to consider the responses before staff could clear the Plans for final filing. The Original Lapse Date was extended to August 31, 2007 (the Extended Lapse Date) by a MRRS Decision Document dated June 28, 2007 in order to provide this additional time.
6. On August 28, 2007, after having responded to four comment letters issued by staff of the OSC, the Foundation was informed by OSC staff in a fifth comment letter that a further comment letter was still forthcoming. This comment letter was posted on SEDAR on August 30, 2007. Since this was the day immediately prior to the Extended Lapse Date, the Filer was concerned that there would not be sufficient time for it to resolve the subsequent comment and file final material prior to the date by which further distribution of the Plans would be required to cease in accordance with the Extended Lapse Date.
7. There have been no material changes in the affairs of the Plan since the date of the Prospectus.
Prospectus Relief -- Interim Financial Statements
8. The interim financial statements of the Plans for the period ended April 30, 2007 were required to be filed no later than June 29, 2007. But for the MRRS Decision referred to below, OSC Rule 41-502 and the equivalent provisions in the Legislation or local rules of other Jurisdictions would have required the said interim financial statements of the Plans to be included in the renewal prospectus for the Plans if it was filed on or after June 29, 2007. The MRRS Decision which extended the Original Lapse Date also granted relief to the Filer from the requirement to include the Interim Financial Statements in the renewal prospectus because the Foundation would have been in a position to file the renewal prospectus offering the Plans prior to June 29, 2007 if not for the industry wide review being undertaken by OSC staff. Since the continued delay in the filing of the renewal prospectus for the Plans is beyond the control of the Filer, the Filer has submitted that it should not be required to include the interim financial statements of the Plans in the renewal prospectus.
9. The interim financial statements of the Plans for the period ended April 30, 2007 have been prepared, filed and made available otherwise in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure.
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:
A. the time periods provided by the Legislation as they apply to a distribution of securities under the Prospectus are hereby extended to the time periods that would be applicable if the Lapse Date was September 28, 2007; and
B. the renewal prospectus for the Plans filed within the time limits permitted by this Decision is exempt from the requirements of the Legislation to include the interim financial statements of the Plans for the period ended April 30, 2006.