National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from sections 12.12(a) and 12.14(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations -- Registrants exempted from delivering their annual financial statements to the regulator within 90 days following the end of its 2012 financial year, provided delivery is made within 150 days -- Exemption sought due to Commission proceedings resulting in limited release of confidential information to registrants' auditor -- Unique situation which is not likely to reoccur -- Staff did not recommend similar relief to related reporting issuer because reporting issuer files annual financial statements which are publicly available, while registrants deliver annual financial statements only with principal regulator, which are not publicly available -- Decision to be kept confidential until the earlier of delivery of financial statements or 60 days from date of decision.
July 19, 2013
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
IN THE MATTER OF
GLOBAL RESP CORPORATION AND
GLOBAL GROWTH ASSETS INC.
The principal regulator in the Jurisdiction has received an application from the Applicants for a decision under section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103 or the Legislation) for relief from the requirements in sections 12.12(a) and 12.14(a) of NI 31-103 that the Applicants deliver their annual financial statements for the year ended March 31, 2013 (the Financial Statements) no later than the 90th day after the end of its most recently completed financial year (the Exemption Sought) provided that the Applicants deliver their Financial Statements within 150 days after the end of its financial year ended March 31, 2013.
Furthermore, the principal regulator in the Jurisdiction has received a request from the Applicants for a decision that the application and this decision be kept confidential and not made public until the earlier of: (a) the date by which both Applicants have delivered their annual financial statements to the regulator; and (b) the date that is 60 days after the date of this decision (the Confidentiality Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Applicants have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.
Defined terms contained in National Instrument 14-101 Definitions and MI 11-102 have the same meaning in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Applicants:
1. The Applicants are incorporated under the laws of Canada with their head offices located in Richmond Hill, Ontario.
2. Global RESP Corporation is registered as a scholarship plan dealer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the Jurisdictions). Global Growth Assets Inc. is registered as an investment fund manager in each of the Jurisdictions.
3. The financial year end of each Applicant is March 31, 2013. On March 28, 2013, the Applicants changed their financial year end to March 31 from December 31. Accordingly, the most recent Financial Statements provided by the Applicants pursuant to NI 31-103 reflected information as at December 31, 2011.
4. The Applicants, as well as other related parties, are subject to a Statement of Allegations of Staff of the Ontario Securities Commission (the Commission) dated January 10, 2013 (the SOA). The SOA remains outstanding and the Commission has made no findings of fact in respect of the allegations therein.
5. On April 1, 2013, the day after the financial year end of the Applicants, the Applicants filed a Notice of Motion with the Commission to seek an order authorizing disclosure by the Applicants to the Applicants' auditor (the Auditor) of confidential information and documents previously disclosed to the Applicants.
6. After a hearing before the Commission on May 15, 2013, the Commission ordered a limited release of certain confidential information (the Information) to the Auditor. The Commission provided further clarification of the nature and extent of this disclosure on June 11, 2013.
7. The Applicants are now following the process established by the Commission to release the Information to the Auditor. The Auditor estimates that it will not be able to complete its audit before August 31, 2013.
8. The Applicants deliver the Financial Statements only to the Ontario Securities Commission as their principal regulator. Accordingly, the Applicants' Financial Statements are not made public upon delivery.
9. The Applicants delivered unaudited year-to-date financial statements, including a calculation of excess working capital and statements of financial position and comprehensive income, to Staff of the Commission as at May 31, 2013.
10. For the reasons referred to above, the Applicants believe that the granting of the relief requested herein would not be prejudicial to the public interest.
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 Exemption Sought is granted provided that the Financial Statements of the Applicants are delivered to the Ontario Securities Commission within 150 days of each Applicant's financial year end.
Furthermore, the decision of the principal regulator is that the Confidentiality Sought is granted.