Financial Statements in a Long Form Prospectus: Item 32 of Form 41-101F1



Non-Venture Issuers

Scenario: ABC has acquired or proposes to acquire XYZ; and

  1. ABC is not a reporting issuer right before filing the prospectus, or
  2. ABC’s primary asset is cash, cash equivalents or its exchange listing.

Notes:

  1. Item 32 references are to Form 41-101F1 Information Required in a Prospectus.
  2. Prospectus dates refer to the preliminary prospectus and the final prospectus, i.e., timing calculations should be done for each. See Section 5.5(2) of CP41-101.
  3. Additional financial information may be needed for the prospectus to contain full, true and plan disclosure. See Section 5.7 of CP41-101.
ABC’s latest annual F/S in the prospectus are for a financial year ended…Statements of Comprehensive Income, Changes in Equity and Cash FlowsStatements of Financial PositionFewer Periods for ABC’s F/SFewer Periods for XYZ’s F/sCombinationsInterim Financial ReportPro Forma Financial Statements
> 90 days before the date of the prospectus3 years
Item 32.2(1)(a)(i)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 3 years
Item 32.2(6)(a)

2 years
Item 32.2(1)(b)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 2 years
Item 32.2(6)(b)
–>if ABC has completed only 1 or 2 financial years, those statements are sufficient
Item 32.2(2)(a)
–>if XYZ has not completed the requisite number of financial years, include its financial statements for each completed financial year that
(i) ended > 90 days before the prospectus; and
(ii) is not included in ABC’s statements either separately or consolidated
Item 32.2(6)(c)(i)
–>if the transaction is accounted for as a combination in which all combining parties are controlled by the same party, not just temporarily, before and after the transaction, separate statements of ABC and XYZ are not required for periods before the transaction, if the prospectus includes restated combined financial statements
Item 32.4(f)
Item 32.3

–> for the most recent interim period ended after the annual statements and > 45 days before the prospectus
–> plus a comparative period
Item 32.7

–> required if
1. ABC’s financial statements reflect < 9 months of XYZ’s operations and
2. inclusion of pro formas is necessary for the prospectus to include full, true and plain disclosure of all material facts
> 90 days before the date of the prospectus, and the following conditions are met:

–the prospectus includes > 9 months of audited financial statements immediately following the most recently completed financial year
–the business is not seasonal
–the none of the annual financial statements in the prospectus cover less than 9 months
2 years
Item 32.4(1)(e)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 2 years
Item 32.2(6)(a)
1 year
Item 32.4(1)(e)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 1 year
Item 32.2(6)(b)
–>if ABC has completed only 1 financial year, those statements are sufficient
Item 32.2(2)(a)
see abovesee abovesee abovesee above
< 90 days before the date of the prospectus2 years
Item 32.4(1)(c)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 2 years
Item 32.2(6)(a)
1 year
Item 32.4(1)(c)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 1 year
Item 32.2(6)(b)
see above

–>If the prospectus does not include ABC’s financial statements for 1 complete financial year, include financial statements from ABC’s formation to a date < 90 days before the prospectus
Item 32.2(3)
see above

–>if XYZ has not completed 1 financial year, the rules are ambiguous; subsititue “F/S from XYZ’s formation”?
see abovesee abovesee above


XYZ’s Financial Statements in ABC’s Prospectus: Item 32 of Form 41-101F1


Combinations by Reporting, Non-Venture Issuers

Scenario:

  1. ABC accounts for the transaction as a combination in which all of the combining parties are controlled by the same party, not just temporarily, before and after the transaction; and
  2. ABC’s primary asset is NOT cash, cash equivalents or its exchange listing.

Notes:

  1. Item 32 references are to Form 41-101F1 Information Required in a Prospectus.
  2. Prospectus dates refer to the preliminary prospectus and the final prospectus, i.e., timing calculations should be done for each. See Section 5.5(2) of CP41-101.
  3. Additional financial information may be needed for the prospectus to contain full, true and plan disclosure. See Section 5.7 of CP41-101.
ABC’s latest annual F/S in the prospectus are for a financial year ended…Statements of Comprehensive Income, Changes in Equity and Cash FlowsStatements of Financial PositionFewer Periods for ABC’s F/SFewer Periods for XYZ’s F/SIf F/S are Restated and CombinedInterim Financial StatementsPro Forma Financial Statements
> 90 days before the date of the prospectus2 years
Item 32.4(1)(a)(ii)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 2 years
Item 32.2(6)(a)
2 years
Item 32.2(1)(b)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 2 years
Item 32.2(6)(b)

if XYZ has NOT completed 2 financial years, include XYZ’s statements for each completed financial year that
(i) ended > 90 days before the prospectus and
(ii) is not included in ABC’s statements either separately or consolidated
Item 32.2(6)(c)(i)
–>if ABC has completed only 1 financial year, those statements are sufficient
Item 32.2(2)(a)
–>if XYZ has not completed the requisite number of financial years, include its financial statements for each completed financial year that
(i) ended > 90 days before the prospectus; and
(ii) is not included in ABC’s statements either separately or consolidated
Item 32.2(6)(c)(i)
–>separate financial statements of ABC and XYZ are not required for periods before the transaction, if the prospectus includes restated combined financial statements
Item 32.4(f)
Item 32.3

–> for the most recent interim period ended after the annual statements and > 45 days before the prospectus
–> plus a comparative period
Item 32.7

–> required if
1. ABC’s financial statements reflect < 9 months of XYZ’s operations and
2. inclusion of pro formas is necessary for the prospectus to include full, true and plain disclosure of all material facts
> 90 days before the date of the prospectus, and the following conditions are met:

–the prospectus includes audited financial statements for a period > 9 months immediately following the most recently completed financial year
–the business is not seasonal
–none of the annual financial statements in the prospectus cover a period < 9 months
1 year
Item 32.4(1)(d)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 1 year
Item 32.2(6)(a)
1 year
Item 32.4(1)(d)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 1 year
Item 32.2(6)(b)
see belowsee belowsee abovesee abovesee above
< 90 days before the date of the prospectus1 year
Item 32.4(1)(b)(i) and (ii)(A)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 1 year
Item 32.2(6)(a)
1 year
Item 32.4(1)(b)(i) and (ii)(A)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 1 year
Item 32.2(6)(b)
–>If the prospectus does not include ABC’s financial statements for 1 complete financial year, include financial statements from ABC’s formation to a date < 90 days before the prospectus
Item 32.2(3)
–>if XYZ has not completed 1 financial year, the rules are ambiguous; subsititue “F/S from XYZ’s formation”?see abovesee abovesee above


Financial Statements in a Long Form Prospectus: Item 32 of Form 41-101F1


Combinations by Reporting, Venture Issuers

Scenario:

  1. ABC accounts for the transaction as a combination in which all of the combining parties are controlled by the same party, not just temporarily, before and after the transaction; and
  2. ABC’s principal asset is NOT cash, cash equivalents or its exchange listing.

Notes:

  1. Item 32 references are to Form 41-101F1 Information Required in a Prospectus.
  2. Prospectus dates refer to the preliminary prospectus and the final prospectus, i.e., timing calculations should be done for each. See Section 5.5(2) of CP41-101.
  3. Additional financial information may be needed for the prospectus to contain full, true and plan disclosure. See Section 5.7 of CP41-101.
ABC’s latest annual F/S in the prospectus are for a financial year ended…Statements of Comprehensive Income, Changes in Equity and Cash FlowsStatements of Financial PositionFewer Periods for ABC’s F/SFewer Periods for XYZ’s F/SIf F/S are Restated and CombinedInterim Financial ReportPro Forma Financial Statements
> 120 days before the date of the prospectus2 years
Item 32.4(1)(a)(ii)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 3 years
Item 32.2(6)(a)

2 years
Item 32.2(1)(b)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 2 years
Item 32.2(6)(b)
–>if ABC has completed only 1 financial year, those statements are sufficient
Item 32.2(2)(b)

->if XYZ has not completed the requisite number of financial years, include its financial statements for each completed financial year that
(i) ended > 120 days before the prospectus; and
(ii) is not included in ABC’s statements either separately or consolidated
Item 32.2(6)(c)(ii)
–>separate financial statements of ABC and XYZ are not required for periods before the transaction, if the prospectus includes restated combined financial statements
Item 32.4(f)
Item 32.3

–> for the most recent interim period ended after the annual statements and > 60 days before the prospectus
–> plus a comparative period
Item 32.7

–> required if
1. ABC’s financial statements reflect < 9 months of XYZ’s operations and
2. inclusion of pro formas is necessary for the prospectus to include full, true and plain disclosure of all material facts
> 120 days before the date of the prospectus, and the following conditions are met:

–the prospectus includes audited financial statements for a period > 9 months immediately following the most recently completed financial year
–the business is not seasonal
–none of the annual financial statements in the prospectus cover a period < 9 months
1 year
Item 32.4(1)(d)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 1 year
Item 32.2(6)(a)
1 year
Item 32.4(1)(d)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 1 year
Item 32.2(6)(b)
see belowsee belowsee abovesee abovesee above
< 120 days before the date of the prospectus

(but see 90 day requirement in 3rd column if ABC does not include F/S for 1 complete financial year)
1 year
Item 32.4(1)(b)(i) and (ii)(B)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 1 year
Item 32.2(6)(a)
1 year
Item 32.4(1)(b)(i) and (ii)(B)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 1 year
Item 32.2(6)(b)
–>If the prospectus does not include ABC’s financial statements for 1 complete financial year, include financial statements from ABC’s formation to a date < 90 days before the prospectus
Item 32.2(3)
–>if XYZ has not completed 1 financial year, the rules are ambiguous; subsititue “F/S from XYZ’s formation”?see abovesee abovesee above


Financial Statements in a Long Form Prospectus: Item 32 of Form 41-101F1


IPO Venture Issuers

Scenario:

  1. ABC has acquired or proposes to acquire XYZ; and
  2. ABC’s primary asset is NOT cash, cash equivalents or its exchange listing.

Notes:

  1. Item 32 references are to Form 41-101F1 Information Required in a Prospectus.
  2. Prospectus dates refer to the preliminary prospectus and the final prospectus, i.e., timing calculations should be done for each. See Section 5.5(2) of CP41-101.
  3. Additional financial information may be needed for the prospectus to contain full, true and plan disclosure. See Section 5.7 of CP41-101.
ABC’s latest annual F/S in the prospectus are for a financial year ended…Statements of Comprehensive Income, Changes in Equity and Cash FlowsStatements of Financial PositionFewer Periods for ABC’s F/SFewer Periods for XYZ’s F/SCombinationsInterim Financial ReportPro Forma Financial Statements
> 120 days before the date of the prospectus2 years
Item 32.4(1)(a)(i)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 2 years
Item 32.2(6)(a)

2 years
Item 32.2(1)(b)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 2 years
Item 32.2(6)(b)

–>if ABC has completed only 1 financial year, those statements are sufficient
Item 32.2(2)(b)
–>if XYZ has not completed the requisite number of financial years, include its financial statements for each completed financial year that
(i) ended > 120 days before the prospectus; and
(ii) is not included in ABC’s statements either separately or consolidated
Item 32.2(6)(c)(ii)
–>if the transaction is accounted for as a combination in which all combining parties are controlled by the same party, not just temporarily, before and after the transaction, separate financial statements of ABC and XYZ are not required for periods before the transaction, if the prospectus includes restated combined financial statements
Item 32.4(f)
Item 32.3
2 comparative periods

–> for the most recent interim period ended after the annual statements and > 60 days before the prospectus
Item 32.7

–> required if
1. ABC’s financial statements reflect < 9 months of XYZ’s operations and
2. inclusion of pro formas is necessary for the prospectus to include full, true and plain disclosure of all material facts
> 120 days before the date of the prospectus, and the following conditions are met:

–the prospectus includes audited financial statements for a period > 9 months immediately following the most recently completed financial year
–the business is not seasonal
–none of the annual financial statements in the prospectus cover a period < 9 months
2 years
Item 32.4(1)(e)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 2 years
Item 32.2(6)(a)
1 year
Item 32.4(1)(e)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 1 year
Item 32.2(6)(b)
see abovesee abovesee abovesee abovesee above
< 90 days before the date of the prospectus2 years
Item 32.4(1)(c)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 2 years
Item 32.2(6)(a)
1 year
Item 32.4(1)(c)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 1 year
Item 32.2(6)(b)
see above

–>If the prospectus does not include ABC’s financial statements for 1 complete financial year, include financial statements from ABC’s formation to a date < 90 days before the prospectus
Item 32.2(3)
see above

–>if XYZ has not completed 1 financial year, the rules are ambiguous; subsititue “F/S from XYZ’s formation”?
see abovesee abovesee above


Financial Statements in a Long Form Prospectus: Item 32 of Form 41-101F1


Venture Issuers Whose Primary Asset is Cash, Cash Equivalents or a Stock Exchange Listing

Scenario:

  1. ABC is a venture issuer and has acquired or proposes to acquire XYZ; and
  2. ABC’s primary asset is cash, cash equivalents or its exchange listing.

Notes:

  1. Item 32 references are to Form 41-101F1 Information Required in a Prospectus.
  2. Prospectus dates refer to the preliminary prospectus and the final prospectus, i.e., timing calculations should be done for each. See Section 5.5(2) of CP41-101.
  3. Additional financial information may be needed for the prospectus to contain full, true and plan disclosure. See Section 5.7 of CP41-101.
ABC’s latest annual F/S in the prospectus are for a financial year ended…Statements of Comprehensive Income, Changes in Equity and Cash FlowsStatements of Financial PositionFewer Periods for ABC’s F/SFewer Periods for XYZ’s F/SCombinationsInterim Financial ReportPro Forma Financial Statements
> 120 days before the date of the prospectus3 years
Item 32.2(1)(a)(ii)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 3 years
Item 32.2(6)(a)
2 years
Item 32.2(1)(b)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 2 years
Item 32.2(6)(b)
–>if ABC has completed only 1 or 2 financial years, those statements are sufficient
Item 32.2(2)(b)

–>if XYZ has not completed the requisite number of financial years, include its financial statements for each completed financial year that
(i) ended > 120 days before the prospectus; and
(ii) is not included in ABC’s statements either separately or consolidated
Item 32.2(6)(c)(ii)
–>if the transaction is accounted for as a combination in which all combining parties are controlled by the same party, not just temporarily, before and after the transaction, separate financial statements of ABC and XYZ are not required for periods before the transaction, if the prospectus includes restated combined financial statements
Item 32.4(f)
Item 32.3
2 comparative periods

–> for the most recent interim period ended after the annual statements and > 60 days before the prospectus
Item 32.7

–> required if
1. ABC’s financial statements reflect < 9 months of XYZ’s operations and
2. inclusion of pro formas is necessary for the prospectus to include full, true and plain disclosure of all material facts
> 120 days before the date of the prospectus, and the following conditions are met:

–the prospectus includes > 9 months of audited financial statements immediately following the most recently completed financial year
–the business is not seasonal
–none of the annual financial statements in the prospectus cover less than 9 months
2 years
Item 32.4(1)(e)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 2 years
Item 32.2(6)(a)
1 year
Item 32.4(1)(e)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 1 year
Item 32.2(6)(b)
–>if ABC has completed only 1 financial year, those statements are sufficient
Item 32.2(2)(b)
see abovesee abovesee abovesee above
< 90 days before the date of the prospectus2 years
Item 32.4(1)(c)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s results (separately or consolidated) total 2 years
Item 32.2(6)(a)
1 year
Item 32.4(1)(c)

–>include XYZ’s statements from before the transaction, such that XYZ’s and ABC’s statements (separately or consolidated) total 1 year
Item 32.2(6)(b)
see above

–>If the prospectus does not include ABC’s financial statements for 1 complete financial year, include financial statements from ABC’s formation to a date < 90 days before the prospectus
Item 32.2(3)
–>if XYZ has not completed 1 financial year, the rules are ambiguous; subsititue “F/S from XYZ’s formation”?see abovesee abovesee above


Scope of the Above Charts

Assumptions

  1. Neither ABC nor XYZ has changed its financial year end during any of the relevant periods (see Items 32.2(4) and (5).
  2. ABC and XYZ have the same financial year end.
  3. IFRS rules do not require ABC or XYZ to include additional information such as an Opening Statement of Financial Position or a Statement of Financial Position as at the beginning of a financial year (see Items 32.2(1)(c), 32.2(6)(d) and (e), 32.3(2)(d) to (f) and 32.3(3) to (5)).
  4. XYZ constitutes a “business” (see Part 8 of CP51-102).

Excluded Topics*

  1. short form prospectuses
  2. oil and gas acquisitions (see Item 32.9)
  3. reverse takeovers
  4. multiple acquisitions by ABC (e.g. acquisitions of related businesses or multiple investments in XYZ)
  5. audit and auditor review requirements
  6. ABC has published more recent financial information in a news release (see Item 32.6)
  7. acquisitions accounted for using the equity method

*Lexata plans to add these topics to the charts soon.


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