Acts and Regulations

S-5.5 - Securities Act

Section 75
Disposition versions

Full text
Receipt for prospectus
75(0.1)Before the Executive Director accepts the filing of a prospectus under this Part or the regulations, the Executive Director may, if in the opinion of the Executive Director it is in the public interest, require the person submitting the prospectus for filing to satisfy conditions and additional filing requirements.
75(1)Subject to subsection (2), the Executive Director shall issue a receipt for a prospectus filed under this Part or the regulations unless the Executive Director is of the opinion that it is not in the public interest to do so.
75(2)The Executive Director shall not issue a receipt for a prospectus in the following circumstances:
(a) if in the opinion of the Executive Director
(i) the prospectus or any document required to be filed with the prospectus
(A) fails to comply in any substantial respect with any of the requirements of this Part or the regulations,
(B) contains any statement, promise, estimate or forecast that is misleading, false or deceptive, or
(C) contains a misrepresentation,
(ii) an unconscionable consideration has been paid or given or is intended to be paid or given for promotional purposes or for the acquisition of property,
(iii) the proceeds from the sale of the securities to which the prospectus relates that are to be paid into the treasury of the issuer, together with other resources of the issuer, are insufficient to accomplish the purpose of the issue stated in the prospectus,
(iv) having regard to the financial condition of the issuer, of an officer, director, promoter or control person of the issuer, of the investment fund manager of the issuer or of an officer, director or control person of the investment fund manager, the issuer cannot reasonably be expected to be financially responsible in the conduct of its business,
(v) the past conduct of the issuer, of an officer, director, promoter or control person of the issuer, of the investment fund manager of the issuer or of an officer, director or control person of the investment fund manager affords reasonable grounds for belief that the business of the issuer will not be conducted with integrity and in the best interests of its security holders,
(vi) an escrow or pooling agreement in the form that the Executive Director considers necessary or advisable with respect to securities has not been entered into,
(vii) such agreement as the Executive Director considers necessary or advisable to accomplish the objects indicated in the prospectus for the holding in trust of the proceeds payable to the issuer from the sale of the securities pending the distribution of the securities has not been entered into, or
(viii) Repealed: 2007, c.38, s.37
(ix) a person who has prepared or certified any part of the prospectus or is named as having prepared or certified a report or valuation used in or in connection with a prospectus is not acceptable for that purpose; or
(b) in the circumstances prescribed by regulation.
75(3)The Executive Director shall not refuse to issue a receipt under subsection (1) or (2) without giving the person who filed the prospectus an opportunity to be heard.
2007, c.38, s.37; 2012, c.31, s.5
Receipt for prospectus
75(0.1)Before the Executive Director accepts the filing of a prospectus under this Part or the regulations, the Executive Director may, if in the opinion of the Executive Director it is in the public interest, require the person submitting the prospectus for filing to satisfy conditions and additional filing requirements.
75(1)Subject to subsection (2), the Executive Director shall issue a receipt for a prospectus filed under this Part or the regulations unless the Executive Director is of the opinion that it is not in the public interest to do so.
75(2)The Executive Director shall not issue a receipt for a prospectus in the following circumstances:
(a) if in the opinion of the Executive Director
(i) the prospectus or any document required to be filed with the prospectus
(A) fails to comply in any substantial respect with any of the requirements of this Part or the regulations,
(B) contains any statement, promise, estimate or forecast that is misleading, false or deceptive, or
(C) contains a misrepresentation,
(ii) an unconscionable consideration has been paid or given or is intended to be paid or given for promotional purposes or for the acquisition of property,
(iii) the proceeds from the sale of the securities to which the prospectus relates that are to be paid into the treasury of the issuer, together with other resources of the issuer, are insufficient to accomplish the purpose of the issue stated in the prospectus,
(iv) having regard to the financial condition of the issuer, of an officer, director, promoter or control person of the issuer, of the investment fund manager of the issuer or of an officer, director or control person of the investment fund manager, the issuer cannot reasonably be expected to be financially responsible in the conduct of its business,
(v) the past conduct of the issuer, of an officer, director, promoter or control person of the issuer, of the investment fund manager of the issuer or of an officer, director or control person of the investment fund manager affords reasonable grounds for belief that the business of the issuer will not be conducted with integrity and in the best interests of its security holders,
(vi) an escrow or pooling agreement in the form that the Executive Director considers necessary or advisable with respect to securities has not been entered into,
(vii) such agreement as the Executive Director considers necessary or advisable to accomplish the objects indicated in the prospectus for the holding in trust of the proceeds payable to the issuer from the sale of the securities pending the distribution of the securities has not been entered into, or
(viii) Repealed: 2007, c.38, s.37
(ix) a person who has prepared or certified any part of the prospectus or is named as having prepared or certified a report or valuation used in or in connection with a prospectus is not acceptable for that purpose; or
(b) in the circumstances prescribed by regulation.
75(3)The Executive Director shall not refuse to issue a receipt under subsection (1) or (2) without giving the person who filed the prospectus an opportunity to be heard.
2007, c.38, s.37
Receipt for prospectus
75(1)Subject to subsection (2), the Executive Director shall issue a receipt for a prospectus filed under this Part or the regulations unless the Executive Director is of the opinion that it is not in the public interest to do so.
75(2)The Executive Director shall not issue a receipt for a prospectus in the following circumstances:
(a) if in the opinion of the Executive Director
(i) the prospectus or any document required to be filed with the prospectus
(A) fails to comply in any substantial respect with any of the requirements of this Part or the regulations,
(B) contains any statement, promise, estimate or forecast that is misleading, false or deceptive, or
(C) contains a misrepresentation,
(ii) an unconscionable consideration has been paid or given or is intended to be paid or given for promotional purposes or for the acquisition of property,
(iii) the proceeds from the sale of the securities to which the prospectus relates that are to be paid into the treasury of the issuer, together with other resources of the issuer, are insufficient to accomplish the purpose of the issue stated in the prospectus,
(iv) having regard to the financial condition of the issuer or an officer, director, promoter, or a person or combination of persons holding a sufficient number of the securities of the issuer to affect materially the control of the issuer, the issuer cannot reasonably be expected to be financially responsible in the conduct of its business,
(v) the past conduct of the issuer or an officer, director, promoter, or a person or combination of persons holding a sufficient number of the securities of the issuer to affect materially the control of the issuer affords reasonable grounds for belief that the business of the issuer will not be conducted with integrity and in the best interests of its security holders,
(vi) such escrow or pooling agreement as the Executive Director considers necessary or advisable with respect to securities has not been entered into,
(vii) such agreement as the Executive Director considers necessary or advisable to accomplish the objects indicated in the prospectus for the holding in trust of the proceeds payable to the issuer from the sale of the securities pending the distribution of the securities has not been entered into,
(viii) in the case of a prospectus filed by a finance company,
(A) the plan of distribution of the securities offered is not acceptable,
(B) the securities offered are not secured in such manner, on such terms and by such means as are required by the regulations, or
(C) the finance company does not meet such financial and other requirements and conditions as are prescribed by regulation, or
(ix) a person who has prepared or certified any part of the prospectus or is named as having prepared or certified a report or valuation used in or in connection with a prospectus is not acceptable for that purpose; or
(b) in the circumstances prescribed by regulation.
75(3)The Executive Director shall not refuse to issue a receipt under subsection (1) or (2) without giving the person who filed the prospectus an opportunity to be heard.
2007, c.38, s.37
Receipt for prospectus
75(1)Subject to subsection (2), the Executive Director shall issue a receipt for a prospectus filed under this Part unless the Executive Director is of the opinion that it is not in the public interest to do so.
75(2)The Executive Director shall not issue a receipt for a prospectus in the following circumstances:
(a) if in the opinion of the Executive Director
(i) the prospectus or any document required to be filed with the prospectus
(A) fails to comply in any substantial respect with any of the requirements of this Part or the regulations,
(B) contains any statement, promise, estimate or forecast that is misleading, false or deceptive, or
(C) contains a misrepresentation,
(ii) an unconscionable consideration has been paid or given or is intended to be paid or given for promotional purposes or for the acquisition of property,
(iii) the proceeds from the sale of the securities to which the prospectus relates that are to be paid into the treasury of the issuer, together with other resources of the issuer, are insufficient to accomplish the purpose of the issue stated in the prospectus,
(iv) having regard to the financial condition of the issuer or an officer, director, promoter, or a person or combination of persons holding a sufficient number of the securities of the issuer to affect materially the control of the issuer, the issuer cannot reasonably be expected to be financially responsible in the conduct of its business,
(v) the past conduct of the issuer or an officer, director, promoter, or a person or combination of persons holding a sufficient number of the securities of the issuer to affect materially the control of the issuer affords reasonable grounds for belief that the business of the issuer will not be conducted with integrity and in the best interests of its security holders,
(vi) such escrow or pooling agreement as the Executive Director considers necessary or advisable with respect to securities has not been entered into,
(vii) such agreement as the Executive Director considers necessary or advisable to accomplish the objects indicated in the prospectus for the holding in trust of the proceeds payable to the issuer from the sale of the securities pending the distribution of the securities has not been entered into,
(viii) in the case of a prospectus filed by a finance company,
(A) the plan of distribution of the securities offered is not acceptable,
(B) the securities offered are not secured in such manner, on such terms and by such means as are required by the regulations, or
(C) the finance company does not meet such financial and other requirements and conditions as are prescribed by regulation, or
(ix) a person who has prepared or certified any part of the prospectus or is named as having prepared or certified a report or valuation used in or in connection with a prospectus is not acceptable for that purpose; or
(b) in the circumstances prescribed by regulation.
75(3)The Executive Director shall not refuse to issue a receipt under subsection (1) or (2) without giving the person who filed the prospectus an opportunity to be heard.