Offering statement
 13. (1) For the purposes of subsection 70 (2) of the Act, the following information is prescribed as information that an offering statement must contain: 1. The name of the credit union. 2. The credit union’s date of incorporation as set out in the articles or, in the case of an amalgamated credit union, its date of amalgamation as set out in its certificate of amalgamation. 3. The address of the credit union’s head office. 4. The name of each of the credit union’s directors and officers, the municipality in which each resides, the principal occupation of each of them and the title of each officer. 5. The details of the capital structure of the credit union. 6. A description of the material characteristics of the securities being offered. 7. The maximum amount of the subscription, if any. 8. The details of the use to which the proceeds from the sale of the securities will be put. 9. If the offering is being made in connection with a plan of reorganization, a purchase and sale or an amalgamation, a description of the general effect of these proposed changes and when they will be made. 10. The details of the method of selling the securities and of any commission payable or discount allowable on the sale. If the securities are being sold through an underwriter, the underwriter’s name and the details of the underwriter’s obligation to take up and pay for the securities. If the securities are being sold by another method, separate descriptions of the method of distribution of securities underwritten, securities under option and securities being sold on a best efforts basis and the amount of any minimum subscription. 11. A description of the market on which the securities may be sold, and if there is no market, a description of how the securities will be redeemed. 12. The name of each transfer agent and registrar and the location of each register of transfer. 13. The details of any securities or other obligations ranking ahead of the securities being offered. 14. A description of the business carried on by the credit union and its subsidiaries, if any, including the following: i. The nature and results of any material reorganization of the credit union or its subsidiaries. ii. The acquisition or disposition of any material amount of assets other than in the ordinary course of business. iii. Material changes in the services provided by the credit union or its subsidiaries. iv. Material changes in the way the credit union or its subsidiaries conduct business. 15. A description of any material legal proceeding to which the credit union or its subsidiary is a party. 16. A description of any material interest of a director, an officer or an employee of the credit union or its subsidiary in the operations of the credit union generally or in the securities being offered, including the following: i. Particulars of any options to purchase shares of the credit union that are held by a director or officer and the name of any director or officer who holds such options. ii. Particulars of any options to purchase shares of the credit union that are held by other employees, without naming the employees. 17. A description of every material contract entered into during the two-year period before the date of the offering statement and a description of any contract entered into at any time, if the contract has a bearing on the securities issue. 18. A description of the risk factors of the credit union and the risks associated with the securities being offered. 19. A description of the credit union’s operating results during the three-year period before the date of the offering statement, and a description, to the extent reasonably practicable, of any substantial variations in the operating results of the credit union during that period and the financial statements that show the variations. 20. The amount of any dividends, patronage returns, allocations or other distributions paid, declared or accumulated but unpaid by the credit union during the five-year period before the date of the offering statement. 21. A statement that the amount a person pays to subscribe for securities of a credit union will be held in escrow until the closing date of the offering, and the name and address of the escrow agent. 22. The name and address of the credit union’s auditor. 23. A description of any other material facts, and if there are no other material facts, the offering statement must contain the following statement: “There are no other material facts relating to this issue of securities”. 24. The first page of the offering statement must set out the information described in subsection (3). 25. The offering statement must include the financial performance indicators set out in subsection (4). (2) For the purposes of paragraph 6 of subsection (1), the description of the material characteristics of the securities being offered must include the following: 1. If shares, i. dividend rights, ii. voting rights, iii. liquidation or distribution rights, iv. conversion rights, v. calls and redemption provisions, with all of the terms and conditions of any calls and redemptions clearly listed in bold type, vi. retraction provisions, vii. sinking fund provisions, viii. provisions for modifications, amendments or variations of rights or provisions, ix. the maximum amount of the issue in the class or series, if any, and a description of how an oversubscribed issue will be allocated, x. the minimum amount of the issue, xi. the maximum number of shares any one individual is permitted to hold, and xii. any other material rights, privileges, restrictions and conditions that attach to the shares. 2. If securities other than shares, i. redemption and retraction provisions, with all of the terms and conditions of any redemption clearly listed in bold type, ii. conversion rights, iii. any terms of subordination, iv. sinking fund provisions, v. provisions on interest rate and maturity, vi. provisions permitting or restricting the issuance of additional securities and negative covenants such as restrictions or deferrals on payment of service obligations, vii. provisions for modifications, amendments or variations of rights or provisions, viii. the maximum amount of the issue, if any, and a description of how an oversubscribed issue will be allocated, ix. the minimum amount of the issue, x. the maximum number or value of securities that any one individual is permitted to hold, and xi. any other material rights, privileges, restrictions and conditions that attach to the securities. (3) For the purposes of paragraph 24 of subsection (1), the first page of an offering statement must set out the following: 1. The date of the offering statement. 2. A notice to purchasers of their right to rescind the purchase of securities within two business days. 3. A statement that purchasers may only sell or transfer their shares to another member of the credit union or a prescribed person and that all other sales or transfers are prohibited. 4. A statement recommending that prospective purchasers carefully review the offering statement and documents referenced in it, and in particular the risk factors, and consult their financial and tax advisors. 5. A reference to the description of the risk factors of the credit union and the risks associated with the securities being offered and the page number of the offering statement on which that description begins. (4) For the purposes of paragraph 25 of subsection (1), the offering statement must include the following financial performance indicators for the credit union: 1. The following profitability indicators: i. Total assets in dollars. ii. Return on average assets. iii. Financial margin to average assets. 2. The following information with respect to compliance with capital requirements: i. Leverage ratio. ii. Total capital ratio. iii. Total capital in dollars. iv. Total supervisory capital. v. Regulatory capital. 3. The following information with respect to asset quality: i. Total loss allowance as a percentage of total loans. ii. Total loss allowance as a percentage of total loans by category of loan. iii. Bad debt expense to average assets. (5) The offering statement must include the following documents: 1. The audited financial statements of the credit union that were placed before the members at the most recent annual meeting and signed by the chair of the board and the chief executive officer of the credit union. 2. Interim unaudited financial statements, reviewed by a person licensed under the Public Accounting Act, 2004, for the period ending not more than 90 days before the date on the offering statement, if the audited financial statements required under paragraph 1 are in respect of a period ending more than 90 days before the date on the offering statement. 3. If a report, opinion or statement prepared by a person is used in the offering statement, a document signed by the person indicating that the person consents to the use of the report, opinion or statement. 4. A copy of the board resolution approving the offering, certified by the corporate secretary to be a true copy. 5. Comparative financial statements for the previous three financial years and a copy of the credit union’s most recent audited financial statements and interim financial statement for the period ending 90 days before the date of the offering statement. (6) If the credit union was incorporated within 90 days before the date of the offering statement, the offering statement must include pro forma financial statements, including projected balance sheets and income statements of the credit union for at least the first three fiscal years of the credit union instead of the financial statements required under paragraphs 1 and 2 of subsection (5). (7) If the credit union was amalgamated within 90 days before the date of the offering statement, the offering statement must include, instead of the financial statements required under paragraphs 1 and 2 of subsection (5), (a) the audited financial statements of each predecessor credit union that were placed before its members at the most recent annual meeting of the predecessor credit union; (b) a statement of the assets and liabilities of the amalgamated credit union as of the date of the certificate of amalgamation; and (c) pro forma financial statements, including projected balance sheets and income statements of the amalgamated credit union for at least the first three fiscal years after the amalgamation. (8) The offering statement must include the following statements in conspicuous, bold type on the front cover, in the same language as is used in the statement: 1. No official of the Government of the Province of Ontario has considered the merits of the matters addressed in the offering statement. 2. The securities being offered are not guaranteed by the Financial Services Regulatory Authority of Ontario or any similar public agency. (9) If there is no market on which the securities may be sold, the offering statement must include a statement to that effect in bold type on the front cover.