Government Notices Respecting Corporations

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Certificate of Dissolution

Notice Is Hereby Given that a certificate of dissolution under the Business Corporations Act, has been endorsed. The effective date of dissolution precedes the corporation listings.

Date	Name of Corporation	Ontario Corporation Number
2000-1-7	627708 Ontario Inc.	627708
2000-1-10	1235504 Ontario Limited	1235504
2000-2-9	Two-Star Auto Sales Limited	682177
2000-2-10	Homes Canada Inc.	1239951
2000-2-11	J. & J. Newman, Langer & Associates Limited	114923
2000-2-11	Little Kingdom Childcare Inc.	904306
2000-2-11	Vukelic Holdings Inc.	893033
2000-2-11	360543 Ontario Limited	360543
2000-2-11	1129659 Ontario Limited	1129659
2000-2-14	Dialysis Transportation Services Ltd.	1236490
2000-2-14	Donking Technology & Trading Ltd.	1192228
2000-2-14	John C. Cragg (York) Limited	1083522
2000-2-14	Trim-Tex Crafts Ltd.	1075267
2000-2-14	Uniplast Corporation	1176245
2000-2-14	786359 Ontario Limited	786359
2000-2-15	Ascent Power Technology Inc.	1263665
2000-2-15	Billygoat Transport Inc.	1209568
2000-2-15	C.T.D.C-2 Ltd.	611483
2000-2-15	Celestica Power Systems Inc.	1258735
2000-2-15	Cityscape Productions Canada Limited	1055297
2000-2-15	Computerware Systems Limited	1153372
2000-2-15	R.G. Sutherland Safety & Survival Inc.	764642
2000-2-15	Rothner Data & Security Inc.	727011
2000-2-15	Spectrum Human Resources Systems Limited	1093795
2000-2-15	Whitehead & Watkins Insurance Brokers Ltd.	710861
2000-2-15	822756 Ontario Inc.	822756
2000-2-15	1201541 Ontario Inc.	1201541
2000-02-16	Alfa Threads Corporation	600395
2000-02-16	Danforth And Pape X-Ray Limited	337404
2000-02-16	Fieldfresh Farms Inc.	629149
2000-02-16	Golow Investments Limited	84362
2000-02-16	Owl Subco Corp.	1328118
2000-02-16	Prosthetic Films Inc.	1036031
2000-02-16	Rc Subco Corp.	1328046
2000-02-16	The Achieve Group Ltd./Le Groupe Achieve Ltee	1119416
2000-02-16	1325016 Ontario Inc.	1325016
2000-02-16	1325121 Ontario Inc.	1325121
2000-02-16	1327761 Ontario Limited	1327761
2000-02-16	1327763 Ontario Limited	1327763
2000-02-16	1328536 Ontario Inc.	1328536
2000-2-17	Martlet Technologies Limited	1107854
2000-2-17	Stvw Holdings Inc.	1388950
2000-2-17	Two Spirits Design Communications Inc.	999351

Carol D. Kirsh
Director, Companies Branch
10/00

Cancellation of Certificate of Incorporation (Business Corporations Act)

Notice Is Hereby Given that by orders under subsection 241 (4) of the Business Corporations Act, the certificates of incorporation set out hereunder have been cancelled and corporation(s) have been dissolved. The effective date of cancellation precedes the corporation listing.

Date	Name of Corporation	Ontario Corporation Number
2000-2-18	Conac Concrete Products Inc.	1347363
2000-2-18	Enduro Corporation	1064548
2000-2-18	First Continental Assistance Group Inc.	1314763
2000-2-18	1195321 Ontario Ltd.	1195321
2000-2-18	1230610 Ontario Limited	1230610
2000-2-18	1338279 Ontario Inc.	1338279

Carol D. Kirsh
Director, Companies Branch
10/00

Erratum Notice

Vide Ontario Gazette, Vol. 132-26 dated June 26, 1999.

The following corporation was dissolved in error under subsection 241 (4) of the Business Corporations Act (or subsection 317 (9) of the Corporations Act) and has been returned to active status.

Number	Name of Corporation	Ontario Corporation Number
1	Niagara Falls Girls Soccer Club Inc.	1284666

Carol D. Kirsh
Director, Companies Branch
10/00

Credit Unions and Caisses Populaires Act (Certificates of Dissolution Issued)

Notice Is Hereby Given that, under the Credit Unions and Caisses Populaires Act, 1994, dissolution has been declared of:

Date of Incorporation	Name of Corporation	Date of Dissolution
1955-5-11	Babcock Employees (Galt) Credit Union Limited	2000-2-17
1953-1-15	Beachville Community Credit Union Limited	2000-2-17
1954-12-7	Bellville General Hospital Employees’ Credit Union Limited	2000-2-17
1955-6-30	Double B (Galt) Credit Union Limited	2000-2-17
1954-6-29	Loblaw Employees (Toronto) Credit Union Limited	2000-2-17
1945-5-11	North Neebing Credit Union Limited	2000-2-17
1963-12-2	Procor Employees (Oakville) Credit Union Limited	2000-2-17
1946-10-31	Proctor & Gamble Employees’ (Ontario) Credit Union Limited	2000-2-17
1957-1-4	Provincial Civil Servants (Kemptville) Credit Union Limited	2000-2-17
1943-1-8	Sarnia (Dominion) Civil Servants Credit Union Limited	2000-2-17
1954-1-21	St. Eugene’s Parish (Hamilton) Credit Union Limited	2000-2-17
1956-2-9	Wybro Windsor Credit Union Limited	2000-2-17

Grant Swanson,
Director, Licensing and Enforcement Division
by delegated authority from
Dina Palozzi
Superintendant of Financial Services.
10/00

Ontario Securities Commission

National Instrument 62-101
Control Block Distribution Issues

Part 1 Definitions
1. Definitions - In this Instrument
  
  “control block distribution” means a trade to which the provisions of securities legislation listed in Appendix A apply; and
  
  “information circular requirement” means the requirement, under some circumstances, to deliver an information circular under Policy Statement Q-12 Secondary Distribution through Solicitations under the Securities Act (Quebec).
2. Interpretation - Terms defined or interpreted in National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues and used in this Instrument have the respective meanings ascribed to them in National Instrument 62-103.
Part 2 Prospectus Exemption
1. Prospectus Exemption
  1. The prospectus requirement, and in Quebec only, the information circular requirement, does not apply to a control block distribution of securities issued by a reporting issuer made by an eligible institutional investor if
    1. the eligible institutional investor
      1. has filed the reports required under the early warning requirements or Part 4 of National Instrument 62-103 for the reporting issuer in connection with the current securityholding percentage of the eligible institutional investor in classes of voting and equity securities of the reporting issuer,
      2. does not have knowledge of any material fact or material change with respect to the reporting issuer that has not been generally disclosed,
      3. does not receive in the ordinary course of its business and investment activities knowledge of any material fact or material change with respect to the reporting issuer that has not been generally disclosed, and
      4. either alone or together with any joint actors, does not possess effective control of the reporting issuer;
  2. there are no directors or officers of the reporting issuer who were, or could reasonably be seen to have been, selected, nominated or designated by the eligible institutional investor or any joint actor;
  3. the control block distribution is made in the ordinary course of business or investment activity of the eligible institutional investor;
  4. if the trade was not a control block distribution, the securities would not be subject to any requirements of securities legislation requiring them to be held for a specified period of time; and
  5. no unusual effort is made to prepare the market or to create a demand for the securities and no extraordinary commission or consideration is paid in respect of the control block distribution.
  6. An eligible institutional investor that makes a distribution in reliance on subsection (1) shall file a letter within 10 days after the distribution that describes the date and size of the distribution, the market on which it was made and the price at which the securities being distributed were sold.
2. Pledgees
  1. For purposes of a distribution of securities by a pledgee, the period of time referred to in the provision of securities legislation set out in Appendix B is considered to commence on the date that the pledgor acquired the securities being distributed.
  2. If a pledgee is distributing securities, then for the purposes of the provisions of securities legislation set out in Appendix C
    1. a reference to a “seller” or “vendor” shall be construed as a reference to the pledgee; and
    2. the pledgee shall be considered to have held the securities being distributed for the applicable time period provided for in that provision.
Part 3 Exemption
1. Exemption
  1. The regulator or the securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.
  2. Despite subsection (1), in Ontario only the regulator may grant such an exemption.
Part 4 Effective Date
1. Effective Date - This Instrument comes into force on March 15, 2000.

National Instrument 62-101 Appendix A
Control Block Distributions

Alberta: Clause 1(f)(iii) of the Securities Act (Alberta)

British Columbia: Paragraph (c) of the definition of “distribution” contained in subsection 1(1) of the Securities Act (British Columbia)

Manitoba: Paragraph 1(b) of the definition of “primary distribution to the public” contained in subsection 1(1) of the Securities Act (Manitoba)

New Brunswick: Paragraph (b) of the definition of “primary distribution to the public” contained in section 1 of the Security Frauds Prevention Act (New Brunswick)

Newfoundland: Clause 2(1)(l)(iii) of the Securities Act (Newfoundland)

Nova Scotia: Clause 2(1)(l)(iii) of the Securities Act (Nova Scotia)

Ontario: Paragraph (c) of the definition of “distribution” contained in subsection 1(1) of the Securities Act (Ontario)

Prince Edward Island: Clause 1(b.1)(iii) of the Securities Act (Prince Edward Island)

Quebec: Policy Statement Q-12 Secondary Distribution through Solicitation under the Securities Act (Quebec)

Saskatchewan: Subclause 2(1)(r)(iii) of The Securities Act, 1988 (Saskatchewan)

National Instrument 62-101 Appendix B

Alberta: Subparagraph 112(1)(d)(iii) of the Securities Act (Alberta)

British Columbia: Subparagraph 128(d)(iii) of the Securities Rules (British Columbia)

Newfoundland: Subsection 73(18) of the Securities Act (Newfoundland)

Ontario: Subsection 3.11(1) of Rule 45-501 Exempt Distributions

Saskatchewan: Subclause 81(10)(b)(iii) of The Securities Act, 1988 (Saskatchewan)

National Instrument 62-101 Appendix C

Newfoundland: Subsection 73(19) of the Securities Act (Newfoundland)

Ontario: Subsection 3.11(2) of Rule 45-501 Exempt Distributions

Saskatchewan: Subclause 81(10)(b)(iv) of The Securities Act, 1988 (Saskatchewan)

National Instrument 62-101
Control Block Distribution Issues

Part 1 Definitions 396

1.1 Definitions 396
1.2 Interpretation 396

Part 2 Prospectus Exemption 397

2.1 Prospectus Exemption 397
2.2 Pledgees 397

Part 3 Exemption 397

3.1 Exemption 397

Part 4 Effective Date 397

4.1 Effective Date 397

National Instrument 62-102
Disclosure Of Outstanding Share Data

Part 1 Interpretation
1. Interpretation - Terms defined or interpreted in National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues and used in this Instrument have the respective meanings ascribed to them in National Instrument 62-103.
Part 2 Disclosure Of Outstanding Share Data
1. Disclosure of Outstanding Share Data
  1. A reporting issuer shall include the disclosure required by this section in
    1. its annual and interim financial statements filed under securities legislation, or
    2. a supplement to each of its annual and interim financial statements filed under securities legislation, if the supplement is filed and sent to securityholders with the applicable annual and interim financial statements.
  2. The disclosure prepared by a reporting issuer under this section shall be prepared as of the latest practicable date and shall include disclosure as of that date.
  3. The disclosure prepared by a reporting issuer under this section shall consist of the designation and number or principal amount of
    1. each class and series of voting or equity securities of the reporting issuer that are outstanding;
    2. each class and series of securities of the reporting issuer that are outstanding and that are convertible into, or exercisable or exchangeable for, voting or equity securities of the reporting issuer; and
    3. to the extent determinable, each class and series of voting or equity securities of the reporting issuer into which, or for which, any outstanding securities of the reporting issuer are convertible, exercisable or exchangeable.
2. Relief - Section 2.1 does not apply to a reporting issuer that is not incorporated, continued or organized under the laws of Canada or a jurisdiction if
  1. both
    1. the number of voting or equity securities of each class of the reporting issuer held by registered or beneficial security holders in Canada is less than 10 per cent of the outstanding securities of the class, and
    2. the reporting issuer publicly reports outstanding share information periodically; or
  2. the reporting issuer
    1. has a class of securities registered under section 12(b) or 12(g) of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act,
    2. reports outstanding share information in compliance with the 1934 Act, and
    3. files a copy of all filings made under the 1934 Act promptly after their filing with the Sec.
Part 3 Exemption
1. Exemption
  1. The regulator or the securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.
  2. Despite subsection (1), in Ontario only the regulator may grant such an exemption.
Part 4 Effective Date
1. Effective Date - This Instrument comes into force on March 15, 2000.

National Instrument 62-102
Disclosure Of Outstanding Share Data

Part 1 Interpretation 398

1.1 Interpretation 398

Part 2 Disclosure Of Outstanding Share Data 398

2.1 Disclosure of Outstanding Share Data 398
2.2 Relief 398

Part 3 Exemption 398

3.1 Exemption 398

Part 4 Effective Date 399

4.1 Effective Date 399

National Instrument 62-103
The Early Warning System And Related Take-Over Bid And Insider Reporting Issues

Part 1 Definitions And Interpretation
1. Definitions
  1. In this Instrument
    “acquisition announcement provisions” means the requirement in securities legislation for an offeror to issue a news release if, during a formal bid for voting or equity securities of a reporting issuer by an entity other than the offeror, the offeror acquires ownership of, or control over, securities of the class subject to the bid that, together with the offeror’s securities of the class, constitute an amount equal to or greater than the amount specified in securities legislation;
    
    “acting jointly or in concert” has the meaning ascribed to that phrase in securities legislation, and, when used in connection with an entity, has the meaning ascribed in securities legislation as if the term “entity” replaced the term “person or company” or similar term;
    
    “applicable definitions” means
    1. the definitions of “take-over bid” and “offeror’s securities” in the take-over provisions, and
    2. the control block distribution definition;
    “applicable provisions” means
    1. the early warning requirements,
    2. Part 4,
    3. the moratorium provisions,
    4. the insider reporting requirement,
    5. the acquisition announcement provisions, and
    6. section 2.1 of National Instrument 62-101 Control Block Distribution Issues, and
    7. in Quebec, Policy Statement Q-12 Secondary Distribution through Solicitations under the Securities Act (Quebec);
    “business unit” means a legal entity or part of a legal entity, or a combination of legal entities or parts of legal entities, that engage in a distinct business or investment activity separately from other businesses and investment activities of the relevant entities;
    
    “class” means, in relation to a security, a class or series of a class of the security;
    
    “control” means, for a security
    1. when used in connection with the insider reporting requirements, the take-over bid requirements and related definitions and the early warning requirements, the power to exercise control or direction over the security, or similar term or expression used in securities legislation; and
    2. when used in connection with the control block distribution definition, holding the security, or similar term or expression used in securities legislation;
    “control block distribution definition” means the provisions of securities legislation listed in Appendix A;
    
    “early warning requirements” means the provisions of securities legislation listed in Appendix B;
    
    “effective control” means, for a reporting issuer, the control in fact of the reporting issuer by an entity through the ownership of, or control over, voting securities of the reporting issuer, other than securities held by way of security only;
    
    “eligible institutional investor” means
    1. a financial institution,
    2. a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission of a jurisdiction, or a similar regulatory authority,
    3. a mutual fund that is not a reporting issuer,
    4. an investment manager in relation to securities over which it exercises discretion to vote, acquire or dispose without the express consent of the beneficial owner, subject to applicable legal requirements, general investment policies, guidelines, objectives or restrictions, or
    5. an entity referred to in clauses (D) or (F) of Rule 13^d-1(b)(1)(ii) under the 1934 Act;
    “entity” means a person or company or a business unit;
    
    “equity security” has the meaning ascribed to that term in securities legislation;
    
    “financial institution” means
    1. a Canadian financial institution,
    2. an entity that is engaged in financial services activities and that is supervised and regulated under the banking, insurance, trust or similar laws of, and incorporated in, the United States of America or Japan, or
    3. a credit institution, within the meaning of European Union Directive 77/780/EEC, whose home member state for purposes of that European Union Directive is France, Germany, Italy or the United Kingdom of Great Britain and Northern Ireland;
    “formal bid”
    1. has the meaning ascribed to that term in securities legislation, and
    2. in Quebec only, means a take-over bid or an issuer bid made in accordance with Chapter III of Title IV, or section 119, of the Securities Act (Quebec);
    “investment manager” means an entity that
    1. either
      1. is registered or licensed to provide investment counselling, portfolio management or similar advisory services in respect of securities, or is exempt from the requirement to be so registered or licensed, under the securities laws of a jurisdiction or of Japan or under the Investment Advisers Act of 1940 of the United States of America, as amended, or
      2. is subject to European Union Directive 93/22 on investment services in the securities field, and provides the portfolio management services referred to in Section A(3) of the Annex to that Directive, and whose home member state is France, Germany, Italy or the United Kingdom of Great Britain and Northern Ireland, and
    2. provides the services referred to in paragraph (a) for valuable consideration under a contractual arrangement;
    “joint actor” means, in relation to an entity and a security, another entity acting jointly or in concert with the entity in connection with the ownership of, or control over, the security;
    
    “moratorium provisions” means the provisions of securities legislation listed in Appendix C;
    
    “news release” includes a press release;
    
    “offeror”
    1. has the meaning ascribed to that term in securities legislation, and
    2. in Quebec only, means a person or company making a take-over bid or issuer bid or an acquisition subject to sections 147.11, 147.12, 147.15 and 147.16 of the Securities Act (Quebec);
    “offeror’s securities”
    1. has the meaning ascribed to that term in securities legislation, and
    2. in Quebec only, means the securities included in the calculation of an offeror’s interest under sections 111 and 112 of the Securities Act (Quebec);
    “ownership” means, in relation to a security, the beneficial ownership of the security, and “owns”, “owned” and similar words have corresponding meanings;
    
    “pledgee” includes a holder of any type of security interest;
    
    “portfolio adviser” means an entity that provides investment advice or portfolio management services to, or for, an investment fund;
    
    “private mutual fund”
    1. has the meaning ascribed to that term in securities legislation; and
    2. in Quebec only, means a mutual fund that is
      1. operated as an investment club where the conditions in subsection 3(12) of the Securities Act (Quebec) are met; or
      2. referred to in subsection 3(11) of the Securities Act (Quebec).
    “securityholding percentage” means, in relation to an entity and a class of securities, the percentage of the outstanding securities of the class owned, together with the percentage controlled by the entity, determined in accordance with the provisions of applicable securities legislation listed in Appendix D and after application of any aggregation relief available under Part 5 that is relied on by the entity;
    
    “take-over provisions” means the provisions in securities legislation that regulate take-over bids and issuer bids; and
    
    “underwriting period” means, for an entity acting as an underwriter of securities, the period commencing from the date of execution of an underwriting agreement or commitment until
    1. for securities acquired by the entity upon the exercise of an over-allotment option, four business days after the acquisition of those securities, and
    2. for all other securities, the earlier of
      1. the expiration of 40 days after the date of the closing of the purchase of the securities, and
      2. the date of the completion of the distribution by the underwriter of the securities.
2. Deemed Effective Control - For the purposes of the definition of “effective control”, an entity that, either alone or together with one or more joint actors, owns or controls voting securities carrying more than 30 percent of the votes attached to all of the outstanding voting securities of a reporting issuer shall, in the absence of evidence to the contrary, be deemed to possess effective control over the reporting issuer.
Part 2 General Reliance And Reporting Provisions
1. Reliance on Reported Outstanding Shares
  1. Subject to subsection (2), in determining its securityholding percentage in a class of securities for the purposes of the early warning requirements or Part 4, an entity may rely upon information most recently provided by the issuer of the securities in a material change report or under section 2.1 of National Instrument 62-102 Disclosure of Outstanding Share Data, whichever contains the most recent relevant information.
  2. Subsection (1) does not apply if the entity has knowledge both
    1. that the information filed is inaccurate or has changed; and
    2. of the correct information.
2. Copies of News Release and Report - An entity that files a news release and report under the early warning requirements, or a report under Part 4, in relation to a reporting issuer shall immediately send a copy of each filing to the reporting issuer.
3. No Duplication of News Releases or Reports
  1. An entity that is required to issue a news release under both the early warning requirements and the acquisition announcement provisions is exempt from the requirement to issue the news release contained in the provision requiring the later release if
    1. the news release is filed under the provision with the earlier reporting requirement; and
    2. the facts required to be contained in the two news releases are identical.
  2. An entity that is required to file a report under the acquisition announcement provisions and either the early warning requirements or Part 4 is exempt from the requirement to file the report under the provision requiring the later report if
    1. the report is filed under the provision requiring the earlier report; and
    2. the facts required to be contained in the two reports are identical.
Part 3 Early Warning Requirements
1. Contents of News Releases and Reports
  1. A news release required under the early warning requirements shall contain the information required by Appendix E.
  2. Despite subsection (1), a news release required under the early warning requirements may omit the information otherwise required by paragraphs 1(d), (g), (h) and (i) of Appendix E, and paragraph 1 (j) of Appendix E to the extent that the information relates to paragraphs 1(d), (g), (h) and (i), if
    1. the omitted information is included in the corresponding report required by securities legislation; and
    2. the news release indicates the name and telephone number of an individual to contact in order to obtain a copy of the report.
  3. The offeror shall send a copy of the report referred to in paragraph (2)(a) promptly to any entity requesting it.
2. Filing Relief for Joint Actors - The early warning requirements and the acquisition announcement provisions do not apply to a joint actor of an offeror in connection with the obligation to make a specific filing of a news release or report if
  1. the offeror files a news release or report at the time that the joint actor would be required to file; and
  2. the news release or report filed discloses the information concerning the joint actor required by securities legislation.
3. Exemption from Early Warning Requirements for Mutual Fund Securities - The early warning requirements do not apply in connection with the ownership or control of securities issued by a mutual fund to which National Instrument 81-102 Mutual Funds applies.
Part 4 Alternative Monthly Reporting System
1. Exemption from the Early Warning Requirements - The early warning requirements do not apply to an eligible institutional investor for a reporting issuer if the eligible institutional investor
  1. is not disqualified by section 4.2 from filing reports under this Part for the reporting issuer; and
  2. either
    1. intends to file reports under this Part for the reporting issuer, if no reports are yet required to be filed; or
    2. is not in arrears of filing reports under this Part for the reporting issuer, if a report has been required by this Part to be filed.
2. Disqualification - An eligible institutional investor shall not file reports under this Part for a reporting issuer if the eligible institutional investor, or a joint actor
  1. makes or intends to make a formal bid for securities of the reporting issuer; or
  2. proposes or intends to propose a reorganization, amalgamation, merger, arrangement or similar business combination with a reporting issuer that if completed would reasonably be expected to result in the eligible institutional investor, either alone or together with any joint actors, possessing effective control over the reporting issuer or a successor to all or a part of the business of the reporting issuer.
3. Reporting and Filing Requirements
  1. If an eligible institutional investor is relying on the exemption in section 4.1 for a reporting issuer and becomes disqualified under section 4.2 from filing, or no longer intends to file, reports under this Part for the reporting issuer, the eligible institutional investor shall
    1. immediately issue and file a news release; and
    2. within two business days after filing the news release, file a report.
  2. The news release and report required by subsection (1) shall contain the information required by Appendix F.
  3. An eligible institutional investor that is required to file a report under subsection (1) for a reporting issuer is not exempt from the early warning requirements for that reporting issuer as of the date on which the news release required by subsection (1) is required to be filed.
  4. An eligible institutional investor that files reports under this Part for a reporting issuer and that controls securities of the reporting issuer that are owned by another entity shall
    1. on request by the entity, promptly advise the entity of the number of securities held on its behalf; and
    2. if the eligible institutional investor has reason to believe that the securityholding percentage of the entity in a class of voting or equity securities of the reporting issuer equals 10 percent or more, promptly advise the entity of the number of securities held on its behalf.
4. Restrictions on Acquisitions - An eligible institutional investor that has become disqualified under section 4.2 from filing reports under this Part for a reporting issuer, if the securityholding percentage of the eligible institutional investor in a class of voting or equity securities of the reporting issuer is 10 percent or more, shall not acquire ownership of, or control over, any additional securities of the reporting issuer for the period
  1. starting at the time that the news release referred to in paragraph 4.3(1)(a) is required to be filed; and
  2. ending 10 days after the news release is filed.
5. Filing Obligations under this Part - In order to rely on the exemption provided by section 4.1, an eligible institutional investor shall file a report
  1. within 10 days after the end of the month in which the eligible institutional investor elected to begin to file reports for the reporting issuer under this Part, if the securityholding percentage of the eligible institutional investor in a class of voting or equity securities of the reporting issuer at the end of the month is 10 percent or more;
  2. within 10 days after the end of the month in which the securityholding percentage of the eligible institutional investor in a class of voting or equity securities of the reporting issuer, as at the end of the month, increased to 10 percent or more;
  3. within 10 days after the end of the month in which the securityholding percentage of the eligible institutional investor in a class of voting or equity securities of the reporting issuer, as at the end of the month, increased or decreased past thresholds that are products of whole numbers multiplied by 2.5 percent of the outstanding securities of the class and that are in excess of 10 percent of the outstanding securities of the class; and
  4. within 10 days after the end of the month in which the securityholding percentage of the eligible institutional investor in a class of voting or equity securities of the reporting issuer, as at the end of the month, decreased to less than 10 percent.
6. Change Reports - In addition to the filing requirements of section 4.5, an eligible institutional investor shall file a report within 10 days after the end of the month in which there has been a change in a material fact contained in the report of the eligible institutional investor most recently filed under this Part.
7. Contents of Reports
  1. A report filed under this Part shall contain the information required by Appendix G.
  2. Despite subsection (1), a report filed under paragraph 4.5(d) may be limited to
    1. the name and address of the eligible institutional investor;
    2. the name of the reporting issuer and the designation and number or principal amount of voting or equity securities of the reporting issuer in respect of which the report is being filed and the securityholding percentage of the eligible institutional investor in the class of securities; and
    3. a statement that the eligible institutional investor is eligible to file reports under this Part.
8. Exemptions - The requirement to file a report under this Part does not apply to a joint actor with an eligible institutional investor in connection with a specific filing if
  1. the eligible institutional investor files a report under this Part at the time that the joint actor is required to file; and
  2. the report discloses the information concerning the joint actor required by this Instrument.
Part 5 Aggregation Relief
1. Separate Business Units - An eligible institutional investor, or an affiliate or associate of an eligible institutional investor, that conducts business or investment activities through business units may, for the purposes of the applicable provisions and securities legislation related to the applicable definitions, treat securities that are owned or controlled through a business unit, or securities into which those securities are convertible, exerciseable or exchangeable, separately from securities owned or controlled through any other of its business units if
  1. decisions on each of the acquisition, disposition, holding or voting of the securities owned or controlled by a business unit are made in all circumstances by that business unit;
  2. the business unit is not a joint actor with any other business unit with respect to the securities, determined without regard to the presumption in securities legislation that an associate or affiliate of an offeror is presumed to be acting jointly or in concert with the offeror;
  3. no entity that makes, advises on, participates in the formulation of, or exercises influence over, decisions on the acquisition, disposition, holding or voting of securities owned or controlled by or on behalf of a business unit also makes, advises on, participates in the formulation of or exercises influence over, decisions on the acquisition, disposition, holding or voting of securities owned or controlled by or on behalf of any other business unit, except for the purposes of
    1. preparing research reports,
    2. monitoring or ensuring compliance with regulatory requirements, or
    3. setting, monitoring or ensuring compliance with general investment policies, guidelines, objectives or restrictions;
  4. the eligible institutional investor or affiliate or associate has reasonable grounds for believing that each business unit complies with the applicable provisions and securities legislation related to the applicable definitions in connection with the securities owned or controlled by the business unit;
  5. the eligible institutional investor or affiliate or associate has taken reasonable steps to ensure that each business unit complies with the requirements of this Part; and
  6. the eligible institutional investor or affiliate or associate complies with section 5.3.
2. Securities Held by an Investment Fund - An eligible institutional investor, or an affiliate or associate of an eligible institutional investor, may, for the purposes of the applicable provisions and securities legislation related to the applicable definitions, treat securities owned or controlled by an investment fund over which the eligible institutional investor, affiliate or associate exercises or shares control, or securities into which those securities are convertible, exercisable or exchangeable, separately from other securities owned or controlled by the eligible institutional investor or affiliate or associate if
  1. the investment fund is not a private mutual fund;
  2. a portfolio adviser manages the investment fund on behalf of the eligible institutional investor under a written agreement;
  3. the portfolio adviser has been identified as managing the investment fund in a document provided to an investor;
  4. none of the eligible institutional investor, its affiliates or associates, or a director, officer, partner, employee or agent of the eligible institutional investor or its affiliates or associates, makes, advises on, participates in the formulation of, or exercises influence over, decisions made by the portfolio adviser on the acquisition, disposition, holding or voting of securities, except for the purposes of
    1. preparing research reports,
    2. monitoring or ensuring compliance with regulatory requirements, or
    3. setting, monitoring or ensuring compliance with general investment policies, guidelines, objectives or restrictions;
  5. the eligible institutional investor or affiliate or associate has reasonable grounds for believing that the portfolio adviser complies with the applicable provisions and securities legislation related to the applicable definitions in connection with securities owned or controlled by the investment fund;
  6. the portfolio adviser neither controls nor is controlled by the eligible institutional investor or an affiliate or associate of the eligible institutional investor; and
  7. the eligible institutional investor or affiliate or associate complies with section 5.3.
3. Reporting and Record Keeping
  1. In addition to the requirements of sections 5.1 and 5.2, in order to rely on section 5.1 or 5.2, an eligible institutional investor or an affiliate or associate shall indicate in any document released or filed under the applicable provisions or securities legislation related to the applicable definitions
    1. its reliance on either section 5.1 or 5.2;
    2. the identity of the business units or investment funds for which ownership and control of the securities has been disclosed; and
    3. the fact that securities owned or controlled by other business units or investment funds have not been, or may not have been, disclosed.
  2. An eligible institutional investor or affiliate or associate shall maintain records of the details concerning
    1. business units of the entity that are treated separately, by reason of section 5.1, for the purposes of compliance with the applicable provisions and securities legislation related to the applicable definitions; and
    2. investment funds whose ownership of, or control over, securities are treated separately, by reason of section 5.2, for the purposes of compliance with the applicable provisions and securities legislation related to the applicable definitions.
4. No Requirement to Satisfy Insider Reporting Requirement
  
  - If an eligible institutional investor, or an affiliate or associate of an eligible institutional investor, is relying on this Part so that it is not subject to the insider reporting requirement for a reporting issuer, then every director or senior officer of the eligible institutional investor, or of the affiliate or associate of an eligible institutional investor, who is an insider of the reporting issuer solely as a result of being a director or senior officer of the eligible institutional investor, or the affiliate or associate of an eligible institutional investor, is not subject to the insider reporting requirement for the reporting issuer.
Part 6 Issuer Actions
1. Issuer Actions
  1. An entity is exempt from the early warning requirements and the obligation to report under Part 4 in connection with an increase in the securityholding percentage of the entity in a class of securities of a reporting issuer that arises without any action being taken by the entity and solely from
    1. a reduction in outstanding securities that occurs as a result of redemptions, retractions or other repurchases by the reporting issuer, that affect or are offered to all securityholders of the relevant class; or
    2. a transaction effected under National Instrument 32-101 Small Securityholder Selling and Purchase Arrangements.
  2. An entity is exempt from the early warning requirements and the obligation to report under Part 4 in connection with a decrease in the securityholding percentage of the entity in a class of securities of a reporting issuer that arises without any action being taken by the entity and solely from
    1. an increase in outstanding securities that occurs as a result of treasury issuances of securities by the reporting issuer; or
    2. a transaction effected under National Instrument 32-101 Small Securityholder Selling and Purchase Arrangements.
  3. An entity may rely upon an exemption provided by this section in connection with a class of securities only until the entity undertakes any transaction that changes the securityholding percentage of the entity in that class of securities.
  4. An entity that undertakes a transaction described in subsection (3) shall comply with the early warning requirements or Part 4 in connection with the class of securities referred to in that subsection in a manner that reflects the changes in the securityholding percentage of the entity in that class of securities since the last news release or report made or filed under the early warning requirements or Part 4.
Part 7 Underwriting Exemption
1. Underwriting Exemption - An entity is exempt from the early warning requirements and the obligation to report under Part 4 in respect of securities owned by the entity in its capacity as underwriter or securities into which those securities are convertible, or exerciseable or exchangeable, during the underwriting period, if
  1. the entity is engaged in the business of an underwriter of securities; and
  2. the entity or the issuer of the securities has issued and filed a news release that
    1. announces the proposed underwriting, and
    2. identifies the reporting issuer and the designation and number or principal amount of the securities underwritten.
Part 8 Relief For Pledgees
1. Relief for Pledgees
  1. For securities that are controlled by a person or company as a pledgee, and any securities into which those securities are convertible, exercisable or exchangeable, in either case that are pledged, mortgaged or otherwise encumbered as collateral for a debt under a written pledge agreement and in the ordinary course of the business of the person or company, the person or company is exempt from the applicable provisions, and those securities are not required to be taken into account for the purposes of securities legislation related to the applicable definitions.
  2. Subsection (1) does not apply at any time that the person or company is legally entitled to dispose of the securities as pledgee for the purpose of applying proceeds of realization in repayment of the secured debt.
2. Further Relief for de minimis Pledgees
  1. Despite subsection 8.1(2), for securities that are controlled by a person or company as a pledgee, and any securities into which those securities are convertible, exercisable or exchangeable, in either case that are or were pledged, mortgaged or otherwise encumbered as collateral for a debt, under a written pledge agreement and in the ordinary course of the business of the person or company, the person or company is exempt from the applicable provisions, and those securities are not required to be taken into account for the purposes of securities legislation related to the applicable definitions, even if the person or company is legally entitled to dispose of the securities as pledgee for the purpose of applying proceeds of realization in repayment of the secured debt, if
    1. the principal amount of the debt, together with the principal amount of all other debts of or guaranteed by the same borrower to the person or company, does not exceed $2,000,000; and
    2. the pledged securities, and securities into which the pledged securities are convertible, exercisable or exchangeable, constitute less than 10 percent of a class of voting or equity securities.
3. Corresponding Insider Reporting Relief - If a person or company is exempt under section 8.1 or 8.2 from the insider reporting requirement for those securities of a reporting issuer that it controls as pledgee, every director or senior officer of the person or company who is an insider of the reporting issuer solely as a result of being a director or senior officer of the person or company that is an insider of the reporting issuer is exempt from the insider reporting requirement for those securities.
Part 9 Insider Reporting Exemption; Early Warning Decrease Reports
1. Insider Reporting Exemption; Early Warning Decrease
  
  Reports
  1. Subject to subsections (3) and (4), an eligible institutional investor is exempt from the insider reporting requirement for a reporting issuer if
    1. the eligible institutional investor has filed the report required under the early warning requirements or Part 4 for the reporting issuer in connection with the current securityholding percentage of the eligible institutional investor in the classes of voting and equity securities of the reporting issuer;
    2. the eligible institutional investor is not disqualified under section 4.2 from filing reports under Part 4;
    3. the eligible institutional investor does not have knowledge of any material fact or material change with respect to the reporting issuer that has not been generally disclosed;
    4. the eligible institutional investor does not receive in the ordinary course of its business and investment activities knowledge of any material fact or material change with respect to the reporting issuer that has not been generally disclosed;
    5. there are no directors or officers of the reporting issuer who were, or could reasonably be seen to have been, selected, nominated or designated by the eligible institutional investor or any joint actor; and
    6. the eligible institutional investor, either alone or together with any joint actors, does not possess effective control of the reporting issuer.
  2. An eligible institutional investor relying on the exemption in subsection (1) shall maintain records that include the information that, absent this section, would have been required to be included in a report filed under the insider reporting requirement.
  3. Despite subsection (1), an eligible institutional investor that is filing reports under the early warning requirements for a reporting issuer, and whose securityholding percentage in a class of voting or equity securities of the reporting issuer decreases by two percent or more, may rely upon the exemption contained in subsection (1) for the reporting issuer only if
    1. the eligible institutional investor treats the decrease as a change in a material fact for the purposes of securities legislation pertaining to the early warning requirements; or
    2. the decrease arose without any action being taken by the eligible institutional investor and solely from an increase in outstanding securities that occurred as a result of treasury issuances of securities by the reporting issuer, and the eligible institutional investor has not undertaken any transaction in respect of the class of securities since the decrease.
  4. Despite subsection (1), an eligible institutional investor that is an insider of a reporting issuer may not rely upon the exemption contained in subsection (1) if
    1. the eligible institutional investor, either alone or with a joint actor or joint actors, purchased in the previous month, directly or indirectly, 50 percent or more of all of the securities of a class that were reported sold on stock exchanges, over-the-counter markets or both in the previous month; or
    2. the eligible institutional investor, either alone or with a joint actor or joint actors, sold in the previous month, directly or indirectly, 50 percent or more of all of the securities of a class that were reported sold on stock exchanges, over-the-counter markets or both in the previous month.
  5. If an eligible institutional investor is exempt under subsection (1) from the insider reporting requirement for a reporting issuer, every director or senior officer of the eligible institutional investor who is an insider of the reporting issuer solely as a result of being director or senior officer of the eligible institutional investor is exempt from the insider reporting requirement for the reporting issuer.
Part 10 Moratorium Relief
1. Moratorium Relief
  1. An entity is exempt from the moratorium provisions in respect of the acquisition of, or offers to acquire, securities, if those acquisitions or offers are made by an investment manager acting on behalf of the entity without the direction or prior knowledge of the entity.
  2. Subsection (1) does not apply to an investment manager acting as principal.
  3. An entity is exempt from the moratorium provisions in respect of any acquisitions of, or offers to acquire, securities made solely in its capacity as an approved specialist, or market maker, recognized by a stock exchange or an over-the-counter market that represents a published market for the securities.
  4. An eligible institutional investor is exempt from the moratorium provisions in respect of securities of a reporting issuer at any time in which
    1. the eligible institutional investor is using the exemption in section 4.1 in connection with filings relating to securities of that reporting issuer; or
    2. the eligible institutional investor is subject to the restrictions contained in section 4.4.
Part 11 Exemptions
1. Exemptions
  1. The regulator or the securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.
  2. Despite subsection (1), in Ontario only the regulator may grant such an exemption.
Part 12 Effective Date
1. Effective Date - This Instrument comes into force on March 15, 2000.

National Instrument 62-103 Appendix A
Control Block Distribution Definition

Alberta Clause 1(f)(iii) of the Securities Act (Alberta)