(1) In this Item
(a) the impact of subsidiaries, on a combined basis, on the financial statements of the parent entity is “minor” if each item of the summary financial information of the subsidiaries, on a combined basis, represents less than three percent of the total consolidated amounts,
(1) In this Item
…(b) a parent entity has “limited independent operations” if each item of its summary financial information represents less than three percent of the total consolidated amounts,
(1) In this Item
…(c) a subsidiary is a “finance subsidiary” if it has minimal assets, operations, revenue or cash flows other than those related to the issuance, administration and repayment of the security being distributed and any other securities guaranteed by its parent entity,
(1) In this Item
…(d) “parent credit supporter” means a credit supporter of which the issuer is a subsidiary,
(1) In this Item
…(e) “parent entity” means a parent credit supporter for the purposes of sections 34.2 and 34.3 and an issuer for the purpose of section 34.4,
(1) In this Item
…(f) “subsidiary credit supporter” means a credit supporter that is a subsidiary of the parent credit supporter
(1) In this Item…
(g) “summary financial information” includes the following line items:
(i) revenue;
(ii) profit or loss from continuing operations attributable to owners of the parent;
(iii) profit or loss attributable to owners of the parent; and
(iv) unless the accounting principles used to prepare the financial statements of the entity permits the preparation of the entity’s statement of financial position without classifying assets and liabilities between current and non-current and the entity provides alternative meaningful financial information which is more appropriate to the industry,
(A) current assets;
(B) non-current assets;
(C) current liabilities; and
(D) non-current liabilities.
(1) INSTRUCTION
See section 1.1 of the Instrument for the definitions of “profit or loss attributable to owners of the parent” and “profit or loss from continuing operations attributable to owners of the parent”.
(2) For the purposes of this Part, consolidating summary financial information must be prepared on the following basis
(a) an entity’s annual or interim summary financial information must be derived from the entity’s financial information underlying the corresponding consolidated financial statements of the parent entity included in the prospectus,
(b) the parent entity column must account for investments in all subsidiaries under the equity method, and
(c) all subsidiary entity columns must account for investments in non-credit supporter subsidiaries under the equity method.
An issuer is not required to include the issuer disclosure required by Parts 4, 5, 8, 9, 21, 23, 25, 26, and 32, if
(a) a parent credit supporter has provided full and unconditional credit support for the securities being distributed,
(b) the securities being distributed are non-convertible debt securities, non-convertible preferred shares, or convertible debt securities or convertible preferred shares that are convertible, in each case, into non-convertible securities of the parent credit supporter,
(c) the parent credit supporter is the beneficial owner of all the issued and outstanding voting securities of the issuer,
(d) no other subsidiary of the parent credit supporter has provided a guarantee or alternative credit support for all or substantially all of the payments to be made under the securities being distributed, and
(e) the issuer includes in the prospectus
(i) a statement that the financial results of the issuer are included in the consolidated financial results of the parent credit supporter, if
(A) the issuer is a finance subsidiary, and
(B) the impact of any subsidiaries of the parent credit supporter on a combined basis, excluding the issuer, on the consolidated financial statements of the parent credit supporter is minor, or
(ii) for the periods covered by the parent credit supporter’s consolidated interim financial report and consolidated annual financial statements included in the prospectus under Part 33, consolidating summary financial information for the parent credit supporter presented with a separate column for each of the following:
(A) the parent credit supporter;
(B) the issuer;
(C) any other subsidiaries of the parent credit supporter on a combined basis;
(D) consolidating adjustments;
(E) the total consolidated amounts.
(1) An issuer is not required to include the issuer disclosure required by Parts 4, 5, 8, 9, 21, 23, 25, 26, and 32, or the credit supporter disclosure of one or more subsidiary credit supporters required by Part 33, if
(a) a parent credit supporter and one or more subsidiary credit supporters have each provided full and unconditional credit support for the securities being distributed,
(b) the guarantees or alternative credit supports are joint and several,
(c) the securities being distributed are non-convertible debt securities, non-convertible preferred shares, or convertible debt securities or convertible preferred shares that are convertible, in each case, into non-convertible securities of the parent credit supporter,
(d) the parent credit supporter is the beneficial owner of all the issued and outstanding voting securities of the issuer,
(e) the parent credit supporter controls each subsidiary credit supporter and the parent credit support has consolidated the financial statements of each subsidiary credit supporter into the parent credit supporter’s financial statements that are included in the prospectus, and
(f) the issuer includes in the prospectus, for the periods covered by the parent credit supporter’s financial statements included in the prospectus under Part 33, consolidating summary financial information for the parent credit supporter presented with a separate column for each of the following:
(i) the parent credit supporter;
(ii) the issuer;
(iii) each subsidiary credit supporter on a combined basis;
(iv) any other subsidiaries of the parent credit supporter on a combined basis;
(v) consolidating adjustments;
(vi) the total consolidated amounts.
(2) Despite paragraph (1)(f), the information set out in a column in accordance with
(a) subparagraph (1)(f)(iv) may be combined with the information set out in accordance with any of the other columns in paragraph (1)(f) if the impact of any subsidiaries of the parent credit supporter on a combined basis, excluding the issuer and all subsidiary credit supporters, on the consolidated financial statements of the parent credit supporter is minor, and
(b) subparagraph (1)(f)(ii), may be combined with the information set out in accordance with any of the other columns in paragraph (1)(f) if the issuer is a finance subsidiary.
An issuer is not required to include the credit supporter disclosure for one or more credit supporters required by Part 33, if
(a) one or more credit supporters have each provided full and unconditional credit support for the securities being distributed,
(b) there is more than one credit supporter, the guarantee or alternative credit supports are joint and several,
(c) the securities being distributed are non-convertible debt securities, non-convertible preferred shares, or convertible debt securities or convertible preferred shares that are convertible, in each case, into non-convertible securities of the issuer,
(d) the issuer controls each credit supporter and the issuer has consolidated the financial statements of each credit supporter into the issuer’s financial statements that are included in the prospectus, and
(e) the issuer includes in the prospectus
(i) a statement that the financial results of the credit supporter(s) are included in the consolidated financial results of the issuer, if
(A) the issuer has limited independent operations, and
(B) the impact of any subsidiaries of the issuer on a combined basis, excluding the credit supporter(s) but including any subsidiaries of the credit supporter(s) that are not themselves credit supporters, on the consolidated financial statements of the issuer is minor, or
(ii) for the periods covered by the issuer’s financial statements included in the prospectus under Part 32, consolidating summary financial information for the issuer, presented with a separate column for each of the following:
(A) the issuer;
(B) the credit supporters on a combined basis;
(C) any other subsidiaries of the issuer on a combined basis;
(D) consolidating adjustments;
(E) the total consolidated amounts.