Section 1.1 definition of "acquisition statements" BEFORE amended by BC Reg 67/2015, effective May 5, 2015.
"acquisition statements" means financial statements of an acquired business or a business to be acquired, or an operating statement for an oil and gas property that is an acquired business or a business to be acquired, that are
(a) required to be filed under National Instrument 51-102 Continuous Disclosure Obligations,
(b) included in a prospectus pursuant to Item 35 of Form 41-101F1 Information Required in a Prospectus,
(c) required to be included in a prospectus under National Instrument 44-101 Short Form Prospectus Distributions, or
(d) except in Ontario, included in an offering memorandum required under National Instrument 45-106 Prospectus and Registration Exemptions;
Section 1.1 definitions of "predecessor statements" and "primary business statements" were added by 178/2013, effective May 14, 2013.
Section 1.1 definition of "acquisition statements", paragraph (d) BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
(d) except in Ontario, included in an offering memorandum required under National Instrument 45-106 Prospectus Exemptions;
Section 2.1 (2) (c) (ii) BEFORE amended by 67/2015, effective May 5, 2015.
(c) all financial statements included in
(i) a prospectus, a take-over bid circular or any other document that is filed by or in connection with an issuer, or
(ii) except in Ontario, an offering memorandum required to be delivered by an issuer under National Instrument 45-106 Prospectus and Registration Exemptions,
Section 2.1 (2) (d) (iii) BEFORE amended by 67/2015, effective May 5, 2015.
(d) any acquisition statements, predecessor statements, or primary business statements, that are an operating statement for an oil and gas property that is an acquired business or a business to be acquired, that is
(i) filed by an issuer under National Instrument 51-102 Continuous Disclosure Obligations,
(ii) included in a prospectus, take-over bid circular or any other document that is filed by or in connection with an issuer, or
(iii) except in Ontario, included in an offering memorandum required to be delivered by an issuer under National Instrument 45-106 Prospectus and Registration Exemptions,
Section 2.1 (2) (f) (iii) BEFORE amended by 67/2015, effective May 5, 2015.
(f) summary financial information for a credit supporter or credit support issuer that is
(i) filed under National Instrument 51-102 Continuous Disclosure Obligations,
(ii) included in a prospectus, take-over bid circular or any other document that is filed by or in connection with an issuer, or
(iii) except in Ontario, included in an offering memorandum required to be delivered by an issuer under National Instrument 45-106 Prospectus and Registration Exemptions,
Section 2.1 (2) (g) (iii) BEFORE amended by 67/2015, effective May 5, 2015.
(g) summarized financial information of an acquired business or business to be acquired that is, or will be, an investment accounted for by the issuer using the equity method, that is
(i) filed by an issuer under National Instrument 51-102 Continuous Disclosure Obligations,
(ii) included in a prospectus, take-over bid circular or any other document that is filed by or in connection with an issuer, or
(iii) except in Ontario, included in an offering memorandum required to be delivered by an issuer under National Instrument 45-106 Prospectus and Registration Exemptions, and
Section 2.1 (2) (d) (part) BEFORE amended by 178/2013, effective May 14, 2013.
(d) any operating statement for an oil and gas property that is an acquired business or a business to be acquired, that is
Section 2.1 (1) BEFORE amended by 238/2014, effective January 11, 2015.
(1) This Instrument does not apply to investment funds.
Section 2.1 (2) (a) BEFORE amended by 238/2014, effective January 11, 2015.
(2) This Instrument applies to
(a) all financial statements and interim financial information delivered by registrants to the securities regulatory authority or regulator under National Instrument 31-103 Registration Requirements and Exemptions,
Section 2.1 (2) (c) (ii) BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
(ii) except in Ontario, an offering memorandum required to be delivered by an issuer under National Instrument 45-106 Prospectus Exemptions,
Section 2.1 (2) (d) (iii) BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
(iii) except in Ontario, included in an offering memorandum required to be delivered by an issuer under National Instrument 45-106 Prospectus Exemptions,
Section 2.1 (2) (f) (iii) BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
(iii) except in Ontario, included in an offering memorandum required to be delivered by an issuer under National Instrument 45-106 Prospectus Exemptions,
Section 2.1 (2) (g) (iii) BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
(iii) except in Ontario, included in an offering memorandum required to be delivered by an issuer under National Instrument 45-106 Prospectus Exemptions, and
Section 2.1 (2) (i) was added by BC Reg 63/2023, effective March 2, 2023.
Section 3.2 (6) (a) BEFORE amended by 67/2015, effective May 5, 2015.
(6) Financial information referred to in paragraphs 2.1 (2) (f) and (g) must
(a) present the line items for summary financial information or summarized financial information required by National Instrument 45-106 Prospectus and Registration Exemptions or National Instrument 51-102 Continuous Disclosure Obligations, as the case may be, and
Section 3.2 (1) (part) BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
(1) Financial statements referred to in paragraphs 2.1 (2) (b), (c) and (e), other than acquisition statements, must
Section 3.7 (1) BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
(1) Despite subsection 3.2 (1), an SEC issuer's financial statements referred to in paragraphs 2.1 (2) (b), (c) and (e) and financial information referred to in paragraphs 2.1 (2) (f) and (g) that are filed with or delivered to a securities regulatory authority or regulator, other than acquisition statements, may be prepared in accordance with U.S. GAAP.
Section 3.8 (1) (part) BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
(1) Despite subsection 3.3 (1), an SEC issuer's financial statements referred to in paragraphs 2.1 (2) (b), (c) and (e) and financial information referred to in paragraphs 2.1 (2) (f) and (g) that are filed with or delivered to a securities regulatory authority or regulator, other than acquisition statements, and that are required by securities legislation to be audited, may be audited in accordance with U.S. PCAOB GAAS if the financial statements are accompanied by
Section 3.9 (1) (part) BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
(1) Despite subsection 3.2 (1), a foreign issuer's financial statements referred to in paragraphs 2.1 (2) (b), (c) and (e) that are filed with or delivered to a securities regulatory authority or regulator, other than acquisition statements, may be prepared in accordance with
Section 3.10 (1) (part) BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
(1) Despite subsection 3.3 (1), a foreign issuer's financial statements referred to in paragraphs 2.1 (2) (b), (c) and (e) that are filed with or delivered to a securities regulatory authority or regulator, other than acquisition statements, that are required by securities legislation to be audited may be audited in accordance with
Section 3.11 (5) (part) BEFORE amended by 178/2013, effective May 14, 2013.
(5) Despite subsections (1), (2) and (4), if acquisition statements are an operating statement for an oil and gas property that is an acquired business or business to be acquired,
Section 3.11 (5) (a) (i) and (ii) BEFORE amended by 178/2013, effective May 14, 2013.
(i) gross revenue;
(ii) royalty expenses;
Section 3.11 (6) BEFORE repealed by 178/2013, effective May 14, 2013.
(6) Despite subsections (1), (2) and (4), if the acquisition statements are based on information from the financial records of another entity whose operations included the acquired business or the business to be acquired and there are no separate financial records for the acquired business or the business to be acquired,
(a) the acquisition statements must be prepared in accordance with one of Canadian GAAP applicable to publicly accountable enterprises, IFRS, U.S. GAAP or Canadian GAAP applicable to private enterprises and, in addition, must include
(i) all assets and liabilities directly attributable to the acquired business or business to be acquired,
(ii) all revenue and expenses directly attributable to the acquired business or business to be acquired,
(iii) if there are expenses for the acquired business or business to be acquired that are common expenses shared with the other entity, a portion of those expenses allocated on a reasonable basis to the acquired business or business to be acquired, and
(iv) income and capital taxes calculated as if the entity had been a separate legal entity and had filed a separate tax return for the period presented,
(b) the acquisition statements must include the following statement:
The financial statements are prepared in accordance with a financial reporting framework specified in subsection 3.11 (6) of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards for carve-out financial statements. ,
(c) the acquisition statements must describe the financial reporting framework used to prepare the acquisition statements, including the method of allocation for each significant line item, and
(d) in the case of acquisition statements prepared in accordance with Canadian GAAP applicable to private enterprises,
(i) the acquisition statements must consolidate any subsidiaries and account for significantly influenced investees and joint ventures using the equity method,
(ii) the acquisition statements must be accompanied by a notice stating:
These financial statements are prepared in accordance with Canadian GAAP applicable to private enterprises, which are Canadian accounting standards for private enterprises in Part II of the Handbook.
The recognition, measurement and disclosure requirements of Canadian GAAP applicable to private enterprises differ from those of Canadian GAAP applicable to publicly accountable enterprises, which are International Financial Reporting Standards incorporated into the Handbook.
The pro forma financial statements included in the document include adjustments relating to the [insert "acquired business" or "business to be acquired" as applicable] and present pro forma information prepared using principles that are consistent with the accounting principles used by the issuer. ,
and
(iii) in the case of acquisition statements included in a document filed by an issuer that is not a venture issuer, and is not an IPO venture issuer, for all financial years and the most recently completed interim period presented, the notes to the acquisition statements must
(A) describe the material differences between the issuer's GAAP and the accounting principles used to prepare the acquisition statements that relate to recognition, measurement and presentation,
(B) quantify the effect of each difference referred to in clause (A), and include a tabular reconciliation between profit or loss reported in the acquisition statements and profit or loss computed in accordance with the issuer' s GAAP, and
(C) for each difference referred to in clause (A) that relates to measurement, disclose and discuss the material inputs or assumptions underlying the measurement of the relevant amount computed in accordance with the issuer's GAAP, consistent with the disclosure requirements of the issuer's GAAP.
Section 3.12 (2) (e) BEFORE amended by 178/2013, effective May 14, 2013.
(e) identify the accounting principles used or, if subsection 3.11 (5) or (6) applies, the financial reporting framework used, to prepare the acquisition statements, unless the auditor's report accompanies acquisition statements prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises and audited in accordance with Canadian GAAS, and