Offering statement
 11. (1) For the purposes of subsection 77 (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. A description of the business carried on by the credit union and its subsidiaries, if any, and the business each of them intends to carry on. 6. The details of the capital structure of the credit union. 7. A description of the material characteristics of the securities being offered. 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, include 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, include separate descriptions of the method of distribution of securities underwritten, securities under option and securities being sold on a best efforts basis and also include the amount of any minimum subscription. 11. A description of the market on which the securities may be sold. 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 any material legal proceeding to which the credit union or its subsidiary is a party. 15. A description of any material interest of a director, officer or 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. 16. A description of every material contract entered into within two years 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. 17. A description of the risk factors of the credit union and the risks associated with the securities being offered. 18. A description, to the extent reasonably practicable, of any substantial variations in the operating results of the credit union during the three years before the date of the offering statement and the financial statements that show the variations. 19. The amount of any dividends, patronage returns, allocations or other distributions paid, declared or accumulated but unpaid by the credit union during the five years before the date of the offering statement. 20. The name and address of the credit union’s auditor. 21. A description of any other material facts.  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”. 22. Such other information as is required by the Offering Statement Guideline for Credit Unions and Caisses Populaires published in The Ontario Gazette by the Chief Executive Officer, as it may be amended from time to time.  O. Reg. 237/09, s. 11 (1); O. Reg. 181/19, s. 4 (1). (2) 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.  O. Reg. 237/09, s. 11 (2). (3) If the credit union was incorporated within 90 days before the date on 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 (2).  O. Reg. 237/09, s. 11 (3). (4) If the credit union was amalgamated within 90 days before the date on the offering statement, the offering statement must include, instead of the financial statements required under paragraphs 1 and 2 of subsection (2), (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.  O. Reg. 237/09, s. 11 (4). (5) 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.  O. Reg. 237/09, s. 11 (5); O. Reg. 181/19, s. 4 (2). (6) 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.  O. Reg. 237/09, s. 11 (6).