3 Issuer Information

3.2 Issuer Profile Supplement

The issuer profile supplement provides certain information about the issuer, particularly relating to its outstanding securities and related financial instruments that may be held by insiders, that is additional to the information the issuer files on SEDAR. The issuer profile supplement must contain the information required under Form 55-102F3.

As a SEDI issuer, you need to designate on your issuer profile supplement all types of securities and related financial instruments that may be held by your insiders. However, we recommend that you designate all your issued and outstanding securities and related financial instruments.

You need to file an issuer profile supplement within three business days after the issuer becomes a SEDI issuer.

If you do not file an issuer profile supplement, you will be in breach of securities legislation. The securities regulatory authorities can take certain actions against issuers not complying with the law, including placing the issuer on a public default list.

Also, by not filing your issuer profile supplement, your insiders will not be able to file their reports on SEDI. You will cause unnecessary inconvenience to them. Your insiders will have to file paper reports relying on the temporary hardship exemption. After you do complete your issuer profile supplement, your insiders will have to file on SEDI every report previously filed in paper format under the temporary hardship exemption.

Important note: SEDI does not use the term “related financial instrument”. Instead, for the purposes of SEDI, all instruments – whether securities or related financial instruments – are considered securities.

To create a security designation for an outstanding security or related financial instrument, you need to do the following for each:

• select the security category (Debt, Equity or Issuer derivative)
• select the security name (from a drop down list)
• if you need to, you can type in a brief description of a particular security so there is no confusion with a security that may be similar
• if you selected ‘Issuer derivative’ in the first step, you need to select the underlying security. To do this,
  • select the securities category of the underlying security (Debt, Equity or Issuer derivative)
  • select the underlying security name
  • if applicable, enter any additional words to describe the specific underlying security

A list of the security names under each security category on SEDI is set out in Appendix 1 of the SEDI User Guide available on the SEDI website (www.SEDI.ca).

See question 3.2.7 for examples on how to designate specific securities.

You can designate, for example, common shares, preferred shares, non-voting shares and multiple voting shares under the ‘Equity’ category.

You can designate, for example, bonds, debentures, convertible debentures and notes under the ‘Debt’ category.

 

1. Asset-backed securities	a) Select    b) Select   c) Describe	‘Equity’ or ‘Debt’ category ‘Other’ as security name type ‘Asset-backed Securities’ in the additional description field
2. Options* (exercisable into common shares under plan) for the underlying security (common shares)	a) Select   b) Select c) Describe d) Select   e) Select   f) Describe	‘Issuer derivative’ category ‘Options’ as security name (if needed, add description) ‘Equity’ category ‘Common shares’ as security name (if needed, add description)
3. Convertible debentures	a) Select   b) Select   c) Describe	‘Debt’ category ‘Convertible debentures’ as security name (if needed, add description)

* See also the questions and answers under section 4.4. Reporting for Related Financial Instruments for an explanation of “issuer derivatives” and “underlying security”.

Suggestion: Together, the security name and description will appear as one of the designated securities on this issuer’s list of securities. Its insiders will see and select from this list in order to report transactions and holdings in securities or related financial instruments of that issuer. Make sure to enter any additional words used to describe the specific security or class of security that will distinguish this security or class of security from another that will allow your reporting insiders to choose the appropriate security or related financial instrument. SEDI will compute the total balances of securities and related financial instruments that have the same designation, ownership type and registered holder name combination.

Yes.

No. An option is the right to buy or sell a specific security, such as a common share, at a predetermined price within a specified time. A share is a security that represents a residual ownership interest in a company and generally carries voting privileges.

The two are often linked. For example, in the case of an option to acquire shares in a reporting issuer, you must file separate insider reports for each of the following if they occur while you are reporting insider:

• the acquisition (i.e., grant) of an option;
• the exercise of an option;
• the acquisition of the underlying shares;
• any subsequent sale or transfer of the shares.

A derivative is generally an instrument that derives its value, directly or indirectly, from an underlying interest, such as a security.

For SEDI, derivatives that are subject to insider reporting requirements may be classified as either “issuer derivatives” or “third party derivatives”. Issuer derivatives are derivatives such as options, warrants and rights issued by a company or other entity directly to its insiders. Share-based compensation instruments, including phantom stock units, deferred share units (DSUs), restricted share awards (RSAs), performance share units (PSUs), stock appreciation rights (SARs) and similar instruments are also generally issuer derivatives.

You can select ‘Issuer derivative’ as a category of security if you, as the issuer, have issued the derivatives. You would then select the appropriate name of the security: ‘options’, ‘rights’, ‘warrants’ or ‘other’. If necessary, you could also add a brief description to the name of the security.

A SEDI issuer cannot designate a third party derivative. Third party derivatives are designated by the insider when the insider files an insider report for those derivatives. Futures, forwards and exchange-traded call or put options are examples of third party derivatives.

For further guidance on how derivatives are reported, please refer to CSA Staff Notice 55-312 Insider Reporting Guidelines for Certain Derivative Transactions (Equity Monetization) (REVISED).

You should amend your issuer profile supplement and indicate that this security is now to be listed as an ‘Archived security’. Insiders will still be able to report transactions in these securities, using the ‘Archived security’ list.

No. You must contact your securities regulatory authority (see Appendix A) and request that the SEDI operator remove that security from your list of designated securities and related financial instruments. The SEDI operator can only remove the security or related financial instrument after receiving written authorization from the issuer’s representative to remove it.

An insider affairs contact is the contact person for an issuer whom any of the securities regulatory authorities will contact regarding the issuer and the issuer profile supplement, if there is an issue that a securities regulatory authority needs to discuss with that issuer. You need to include this individual’s full name, business address, business telephone number and business email address on the issuer profile supplement.

When an insider creates an insider profile and therefore specifies that insider’s relationship with at least one SEDI issuer, SEDI will send an e-mail notification to the insider affairs contact for that issuer. If at any point the issuer has any concerns about the individual identified as the insider, the issuer should contact their local securities regulatory authority.

Your issuer information on SEDI is composed of the information you filed on SEDAR (SEDAR profile) and the information you filed on SEDI under the issuer profile supplement. Your SEDAR profie information is automatically transferred over to SEDI. Your issuer profile supplement includes your

• issuer name
• insider affairs contact information
• security designations
• confidential question and answer.

You amend SEDI information, such as your insider affairs contact information and security designations, on SEDI as an amended issuer profile supplement. You need to amend SEDAR information, such as your head office or mailing address, on SEDAR.

If you need to change information filed on SEDI, log on, go to the Issuer Profile Supplement page, and follow the on-screen instructions. If you need to change the information that comes from SEDAR, you need to contact your SEDAR filing agent and have the agent amend this information.

We recommend that you designate all your issued and outstanding securities and related financial instruments.

Remember: SEDI does not use the term “related financial instrument”. Instead, for the purposes of SEDI, all instruments – whether securities or related financial instruments – are considered securities.

No. Issuers should not create separate security designations for common shares acquired through different plans.