July 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
|Attention:||The Hon. Arthur Levitt, Chairman|
|Mr. Brian J. Lane, Director, Division of Corporation Finance|
|Re:||Potential Elimination of the Multijurisdictional|
|Disclosure System ("MJDS")|
We are responding to release numbers 33-7606A and 34-40632A dated November 13, 1998 (the "Release") in which the Securities and Exchange Commission (the "SEC") requests comments on various matters including the possible elimination of the multijurisdictional disclosure system ("MJDS") implemented in 1991. We believe that the MJDS functions very well and has proven to be a major contributor to a more efficient offering process in an integrated North American market. We strongly oppose its proposed elimination.
Clearnet Communications Inc. ("Clearnet") is a Canadian incorporated, controlled and managed company in the business of wireless communications. Clearnet's shares are listed on NASDAQ, the Toronto Stock Exchange and the Montreal Exchange. Since becoming a reporting issuer pursuant to Canadian securities laws in 1994, Clearnet has successfully completed nine (9) cross-border securities offerings, all pursuant to the MJDS, for proceeds of more than 2 billion Canadian dollars.
The MJDS has made it substantially easier for Clearnet and other eligible Canadian issuers to access the U.S. capital markets. If the MJDS were eliminated, the need to comply with U.S. disclosure rules as well as Canadian requirements would increase costs and cause delays. We believe that the elimination of the MJDS would considerably reduce the speed and flexibility of the existing capital raising process for Clearnet in the U.S. markets.
Like the markets for products and services, the highly integrated nature of the Canada/U.S. securities market is a tremendous benefit to Canadian issuers, U.S. and Canadian investors and their respective professional advisers. U.S. investors benefit by virtue of gaining access to securities which otherwise might not be registered in the U.S. Canadian investors benefit from the increased liquidity resulting from U.S. investor participation and trading on U.S. exchanges. Canadian issuers have acted in reliance upon the existence of the MJDS.
Any change which would interfere with the quick and cost-efficient placement of securities would benefit neither investors nor issuers. We are not aware of, nor has the SEC cited in the Release, any regulatory problems that have arisen as a result of use of the MJDS. We encourage the continuation of the MJDS in its current form.
Any comments or questions are welcome. I can be reached at (416) 279-3009.
John H. Phillips
Vice President and General Counsel