The Canadian Securities Administrators ("CSA") will shortly be publishing for comment the revised draft National Policy Statement No. 53, as a draft rule. The draft policy was originally published in 1993 under the title "Foreign Issuer Prospectus and Disclosure System" ("FIPS"). It is contemplated that FIPS would, among other things, permit offerings of securities of major foreign issuers to be made in Canada on a basis that would be exempt from most Canadian disclosure requirements, including Canadian GAAP reconciliation requirements. FIPS would be available for offerings which are also being made on a registered basis pursuant to United States Federal Securities Laws and which meet certain eligibility requirements. FIPS would also provide for exemptions from certain Canadian continuous disclosure requirements. Pending the publication of the draft rule, staff of the various provincial and territorial securities regulatory authorities in Canada have expressed their willingness to consider recommending relief on a case-by-case basis to permit offerings along the lines of FIPS as currently contemplated.

FIPS is designed to permit eligible transactions to occur in Canada with minimal review on the basis of disclosure documents prepared in accordance with United States Federal Securities Laws and Regulations, and builds on the mechanisms set forth in existing Canada/U.S. multijurisdictional disclosure system contained in National Policy Statement No. 45. However, unlike MJDS, FIPS will not be reciprocal. Eligible foreign issuers will be required to provide Canadian GAAP information, provided that U.S. GAAP information is included either directly or by reconciliation. The requirements and exemptions available under FIPS for offerings of securities of eligible foreign issuers that are not being concurrently made on a registered basis in the U.S., will be determined on a case by case basis. FIPS will be available for offerings by the so called "world class" issuers which meet a certain minimum size test.

The procedure for completing a prospectus offering under FIPS will be substantially similar to those under NP 45. It is anticipated that shelf and post receipt pricing procedures will be available, including unallocated shelf procedures to the extent available in the United States. Continuous Disclosure and Proxy Solicitation requirements for eligible foreign issuers that are U.S. companies will generally be those applicable in the U.S., provided that all such documents are filed promptly in Canada. The continuous disclosure and insider reporting requirements and exemptions applicable to non-U.S. eligible foreign issuers that are not U.S. registrants will be determined on a case by case basis. Dealers registered as international dealers in Ontario will be able to distribute securities offered under FIPS to designated institutions in Ontario.