Offering Statement
6. (1) The following information must be set out in an offering statement respecting the securities of a credit union: 1. The name of the credit union. 2. Its date of incorporation as set out in the articles. 3. The address of its head office. 4. The name of each of its 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 shares 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 shares are being sold by another method, include a description of the method of distribution and the amount of any minimum subscription. 11. A description of the market on which the securities may be sold. If there is no market, describe 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. 16. A description of every material contract entered into within two years before the date of the offering statement. 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. 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. 22. Such other information as is required by the Guideline on Offering Statements for Credit Unions and Caisses Populaires, published in The Ontario Gazette by the Superintendent, as it may be amended from time to time. O. Reg. 76/95, s. 6 (1); O. Reg. 314/98, s. 3. (2) The offering statement must include the following documents: 1. The credit union’s most recent audited financial statements. 2. Interim financial statements for the period ending within 90 days before the securities are issued, if the most recent audited financial statements are in respect of a period ending 90 days or more before the securities are issued. 3. A document indicating that a person who prepared a report, opinion or statement used in the offering statement consents to its use. 4. A copy of the board resolution approving the offering, certified by the secretary of the board to be a true copy. (3) 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 Deposit Insurance Corporation of Ontario or any similar public agency. (4) 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 face page. O. Reg. 76/95, s. 6 (2-4).