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Franklin Templeton Investments Corp. et al.

2023-03-23 | Decision | 41-101 | Investment funds and structured products | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-et-al-22

Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5).


The Ontario Securities Commission granted Franklin Templeton Investments Corp. (the Filer) an extension for the prospectus lapse date for certain exchange-traded funds (Terminating ETFs) under section 62(5) of the Securities Act. The extension allows the lapse date of the current prospectus, dated May 17, 2022, to be moved to July 21, 2023, to facilitate the proposed mergers of the Terminating ETFs into corresponding Continuing Funds.

The Filer manages the Terminating ETFs, which are mutual funds and reporting issuers in multiple Canadian jurisdictions. The securities of these funds are listed on the Toronto Stock Exchange (TSX) and are currently qualified for sale under a prospectus prepared in accordance with National Instrument 41-101 General Prospectus Requirements (NI 41-101).

The Filer plans to merge each Terminating ETF into the ETF Series of the respective Continuing Fund around July 7, 2023. If the mergers are not approved, the Terminating ETFs will be terminated and delisted from the TSX around July 14, 2023. The extension avoids unnecessary costs and potential confusion that could arise from renewing the prospectuses of the Terminating ETFs, only to merge them shortly thereafter.

The Filer has confirmed that there have been no material changes in the affairs of the Terminating ETFs since the current prospectus was issued, ensuring that the information remains current and accurate. Any material changes will be disclosed as required by law. Investors will continue to receive the most recent ETF Facts documents for the Terminating ETFs until the merger, and subsequently for the Continuing Funds.

The decision was made with the understanding that the exemption will not compromise the accuracy of the information in the prospectus or the ETF Facts, and it will not be prejudicial to the public interest.