Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.
Principal Issues: Whether fees paid under a specific letter of credit facility utilized to provide performance guarantee of contractual obligations fall within paragraphs 214(15)(a) and (b)?
Position: No.
Reasons: Based on the facts, the letter of credit is a standby letter of credit that provided assurances of the taxpayer's ability to perform under the terms of a contract between it and the specified beneficiary. For purposes of paragraph 214(15)(a), an amount paid or credited in respect of the guarantees provided under the letter of credit was not for the repayment, in whole or in part, of the principal amount of a bond, debenture, bill, note, mortgage, hypothecary claim or similar obligation. For the purposes of paragraph 214(15)(b), there would be no lending of money or making money available whereby interest was payable under an obligation issued.
XXXXXXXXXX 2006-021064
XXXXXXXXXX, 2006
Re: Advance Income Tax Ruling
XXXXXXXXXX ("Canco")
This is in reply to your letters of XXXXXXXXXX, wherein you requested an advance income tax ruling on behalf of the above-named taxpayer. We also acknowledge our various telephone conversations (XXXXXXXXXX) and the meeting on XXXXXXXXXX in furtherance of this matter.
To the best of your knowledge and that of the taxpayer involved, none of the issues contained in this ruling request are:
(i) dealt with in an earlier return of the taxpayer or a related person;
(ii) being considered by a tax services office or taxation centre of the Canada Revenue Agency ("CRA") in connection with a previously filed tax return of the taxpayer or a related person;
(iii) under objection by the taxpayer or a related person;
(iv) subject to a ruling previously issued by the Income Tax Rulings Directorate to the taxpayer or a related person; nor
(v) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired.
Unless otherwise stated, statutory references in this letter are to the Income Tax Act, R.S.C. 1985 (5th Suppl.) c. 1, as amended to the date hereof (the "Act"). Our understanding of the facts and proposed transactions is as follows:
Facts
1. Canco is a corporation incorporated under the Canada Business Corporations Act and is a "taxable Canadian corporation" and a "public corporation" within the meaning assigned by subsection 89(1) of the Act.
2. XXXXXXXXXX.
3. Canco is served by the XXXXXXXXXX Tax Services Office and the XXXXXXXXXX Tax Centre. Canco's taxation year ends on XXXXXXXXXX.
4. XXXXXXXXXX ("Finco") is incorporated under the laws of XXXXXXXXXX operating through a branch located in XXXXXXXXXX and is an indirect wholly-owned subsidiary of Canco.
5. Finco is a "controlled foreign affiliate" of Canco within the meaning assigned by subsection 95(1) of the Act.
6. Finco provides various financial services and financing to Canco and its direct or indirect subsidiaries that are not resident in Canada (the "Canco Group"). Finco has over XXXXXXXXXX full-time employees and acts as an internal bank for most of the foreign subsidiaries of Canco. In this ruling letter, a "subsidiary" or "subsidiaries" mean a member of the Canco Group that is a direct or indirect subsidiary of Canco and not resident in Canada for purposes of the Act.
7. In the course of normal business activities, in order to secure the performance of certain contractual obligations or commitments, members of the Canco Group are often required by their customers, potential customers and suppliers to provide letters of credit, letters of guarantee, bid bonds, performance guarantees or similar instruments (collectively, the "Existing LC"). Pursuant to the terms of an Existing LC, a member of the Canco Group would enter into an arrangement with a bank to make payment upon compliance with the conditions specified in the particular document. Canco and certain of its XXXXXXXXXX subsidiaries have existing letter of credit facilities under various agreements that are briefly described as follows:
a. the XXXXXXXXXX syndicated credit agreement dated XXXXXXXXXX between, among others, Canco and certain of its XXXXXXXXXX subsidiaries as Letters of Credit users and XXXXXXXXXX, as amended;
b. the XXXXXXXXXX dated XXXXXXXXXX between Finco as the Letters of Credit user and XXXXXXXXXX, as amended;
c. the XXXXXXXXXX letter of credit XXXXXXXXXX dated XXXXXXXXXX between, among others, Canco and certain of its XXXXXXXXXX subsidiaries as Letters of Credit users and XXXXXXXXXX as agent, as amended; and
d. the XXXXXXXXXX syndicated credit agreement dated XXXXXXXXXX between, among others, Canco and Finco as Letters of Credit users and XXXXXXXXXX as agent.
(collectively, the "XXXXXXXXXX"). The Existing LC that pertains to Canco are with financial institutions that are resident in Canada.
Proposed Transactions
8. The transactions described below ("Proposed Transactions") will follow sequentially.
9. Canco and Finco propose to enter into a letter of credit XXXXXXXXXX under the laws of XXXXXXXXXX (the "XXXXXXXXXX") with a syndicate of banks whereby certain types of letters of credit, letters of guarantee, bid bonds, performance guarantees or similar instruments, as described in 13 to 17 below, would be issued which may include Existing LC that are deemed issued under the XXXXXXXXXX as described in 12 below (collectively the "Letters of Credit", each a "Letter of Credit").
10. Under the XXXXXXXXXX, only Canco and Finco are authorized under the XXXXXXXXXX to be users or applicants under a Letter of Credit but certain subsidiaries in the Canco Group may, in the future, be authorized to be the user or applicant under a Letter of Credit (collectively, "LC Users", each an "LC User"). According to the terms of the XXXXXXXXXX, Canco will only request the issuance of Letters of Credit whereby Canco is the LC User and Finco will only request the issuance of Letters of Credit for its own benefit or the benefit of Canco subsidiaries. Under the XXXXXXXXXX, Finco, LC Users, the LC User's agent, and Canco in its capacity as guarantor as described in 19 below, are collectively "Obligors", and each is an "Obligor".
11. Under the XXXXXXXXXX, there will be two groups of banks that form the syndicate of banks mentioned in 9 above. Banks that will be issuing Letters of Credit (the "Issuing Banks"), and the banks that will guarantee the obligations of Canco and Finco to the Issuing Banks (the "Banks"). Some banks will act both as an Issuing Bank and as a Bank. The Banks and the Issuing Banks make available to the LC Users, during XXXXXXXXXX years commencing from the date of the XXXXXXXXXX and ending on the XXXXXXXXXX anniversary of the date of the XXXXXXXXXX (the "Availability Period"), a multicurrency letter of credit facility (the "XXXXXXXXXX") under which the Issuing Banks will issue the Letters of Credit for the account of the LC Users in an aggregate principal amount at any time outstanding, of up to XXXXXXXXXX (the "XXXXXXXXXX"). XXXXXXXXXX will act as XXXXXXXXXX and XXXXXXXXXX will act as security agent ("Security Agent") to ensure that material terms and procedures are complied with during the Availability Period. The mandated lead arrangers of the XXXXXXXXXX are, at the present time, XXXXXXXXXX and others (the "Arrangers"). No Letter of Credit may be issued under the XXXXXXXXXX unless the XXXXXXXXXX has first determined that all of the conditions thereunder are satisfied.
12. Under the XXXXXXXXXX , each XXXXXXXXXX would be irrevocably cancelled and terminated by XXXXXXXXXX days after the date of the XXXXXXXXXX. However, certain Existing LC may be deemed issued under the XXXXXXXXXX provided certain conditions described under the terms of the XXXXXXXXXX have been met.
13. A Letter of Credit means a standby letter of credit (which does not include a documentary, or commercial, letter of credit), letter of guarantee, bid bond, performance bond, performance guarantee or similar instrument. Each Letter of Credit will solely relate to the non-performance of contractual or statutory obligations under a specific contract or statutory obligation of the LC User or a specific subsidiary in the Canco Group whom the Letter of Credit pertains to, in reference to the Beneficiary. The obligation of the LC User, Canco or any Obliger to reimburse an Issuing Bank if that Issuing Bank effects payment under a Letter of Credit will be distinct from the Letter of Credit. The Letters of Credit will not stipulate an amount that represents interest payable in reference to the Issuing Bank's entitlement to be reimbursed.
14. Under the XXXXXXXXXX, Letters of Credit may only be issued for the Canco Group's operating or general corporate purposes. In particular, no Letter of Credit may be issued to provide credit support for any Obligor or any subsidiary of an Obligor, in connection with or in respect of any indebtedness for borrowed money ("Indebtedness for Borrowed Money"), that includes any obligation (whether present or future, actual or contingent, secured or unsecured, as principal, surety or otherwise) of a person for the payment or repayment of money borrowed or raised (whether or not for cash consideration), by whatever means, including obligations under or in respect of:
a. deposits and financial leasing;
b. any letter of credit, letter of guarantee, bond, guarantee or similar instrument securing financial accommodation;
c. promissory notes, certificates of deposit or like instruments (whether negotiable or otherwise);
d. acceptance credit, note purchase or bill acceptance or discounting facilities; or
e. like arrangements entered into by any person in order to enable it to finance its operations or capital requirements;
but excluding reimbursement obligations in respect of advance payments made by or on behalf of 3rd party customers in relation to purchase orders to Canco or to one of its subsidiaries that is a member of the Canco Group.
15. Furthermore, no Letter of Credit may be issued to provide credit support for any Obligor or any subsidiary of an Obligor in connection with or in respect of any first loss deficiency guarantee which includes any obligation whatever called (other than an obligation under or in connection with any obligation of Canco or any of its subsidiaries to provide funds to indemnify another person against a loss or deficiency suffered by such person in the stipulated value of a product manufactured or supplied by Canco or any of its subsidiaries ("Residual Value Guarantee")) of Canco or any of its subsidiaries to provide funds to indemnify another person against a loss or deficiency suffered by such person pursuant to any transaction or operation entered into by a member of the Canco Group in the ordinary course of business, the purpose of which is to allow the purchaser or user of a product or services manufactured or supplied by Canco or any of its subsidiaries to finance the purchase or rental of such product or services, in whole or in part.
16. Furthermore, no Letter of Credit may be issued to provide credit support for any Obligor or any subsidiary of an Obligor in connection with or in respect of any Residual Value Guarantee.
17. Furthermore, no Letter of Credit may be issued to provide credit support for any Obligor or any subsidiary of an Obligor in connection with or in respect of any obligations (contingent or otherwise) under or in respect of letters of credit (whether standby or other), bid or performance bonds, letters of guarantee, performance guarantees or similar instruments not issued under the XXXXXXXXXX (or to persons who issue such letters of credit or other instruments) other than in respect of any such letter of credit or other instrument issued under an XXXXXXXXXX which is not brought under the XXXXXXXXXX and which does not fall under 14, 15 or 16 above or issued by a bank or surety which is not an Issuing Bank but which letter of credit, bid or performance bond, letter of guarantee, performance guarantee or similar instrument could otherwise be issued as a Letter of Credit under the XXXXXXXXXX.
18. Canco is required under the XXXXXXXXXX to provide cash collateral which is the sum of XXXXXXXXXX cash (the "Collateral") deposited with the Security Agent in a specified account over which Canco has granted or will grant security, that is any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar effect, in favour of the Security Agent as agent for the benefit of all the Issuing Banks. The Security Agent may invest all or part of the Collateral in low risk income-producing assets (the "Non-Cash Security Assets").
19. Under the terms of the XXXXXXXXXX, Canco irrevocably and unconditionally:
a. guarantees to each Bank, Issuing Bank, the Arranger, the XXXXXXXXXX and the Security Agent (collectively, the "Finance Party"), punctual performance by each other Obligor of all its obligations under the XXXXXXXXXX, the security documents, the fee agreements, the accession documents (collectively, the "Finance Documents);
b. undertakes with each Finance Party that, inter alia, whenever an Obligor (other than itself) does not pay an amount equal to any amount demanded as described in 22 below (the "Demand Amount"), it will pay that amount as if it were the principal Obligor in respect of that amount; and
c. indemnifies each Finance Party immediately on demand against any loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal; the amount of the loss or liability under this indemnity will be equal to the amount the Finance Party would otherwise have been entitled to recover,
(the "Canco Guarantee"). The Canco Guarantee is a continuing guarantee and will extend to the ultimate balance of all sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
20. Canco will not receive any fee from any person that benefits directly or indirectly from the Canco Guarantee, namely, Finco, an Obligor or an LC User or from any member of the Canco Group.
21. If a Beneficiary makes a demand under a letter of credit in accordance with its terms ("Demand"), the Issuing Banks are authorized under the XXXXXXXXXX to pay any Demand made, provided certain conditions as described in 13 have been met. The relevant Issuing Bank will, inter alia, promptly notify the XXXXXXXXXX which will in turn notify the LC Users' Agent, Canco and, if applicable, the LC User for whose account the Letter of Credit was issued, of the Demand specifying the latest date on which payment under the Letter of Credit may be made by the Issuing Bank and the Demand amount and its currency ("Reimbursement Demand") no later than six business days after the XXXXXXXXXX notice unless the sixth business day falls before the date on which the Issuing Bank is required to pay the Beneficiary, in which case, the due date will be one business day before such date. The LC User for whose account the Letter of Credit was issued must pay to the XXXXXXXXXX the Reimbursement Demand for the account of the relevant Issuing Bank. Where Finco is the LC User, the subsidiary for whose benefit the Letter of Credit was issued, will have a reimbursement obligation to Finco in respect of the Reimbursement Demand under that Letter of Credit.
22. Following a Demand as described under 21 above, if the due date for payment of the Reimbursement Demand falls after the date on which the Issuing Bank has made payment under the Letter of Credit, interest will accrue on that amount at a rate determined under the XXXXXXXXXX.
23. Under the terms of the XXXXXXXXXX, unless the Letter of Credit under which a Demand has been made, has been collateralised by the provision of LC Credit Support (described in 24 below), if the XXXXXXXXXX has not received payment in full on account of the Demand amount from the Obligors by the due date of the Reimbursement Demand or, if such due date falls before the Issuing Bank makes payment under the Letter of Credit, by the due date of such payment, the Security Agent will appropriate, withdraw and transfer from the Collateral, an amount that represents the amount due under the Reimbursement Demand for the relevant Issuing Bank as payment which will discharge the Obligors' obligations and Canco's liability under the Canco Guarantee in respect of that particular Demand only.
24. Canco may provide letter of credit support ("LC Credit Support") in respect of an outstanding amount under a Letter of Credit, if an irrevocable and unconditional standby letter of credit or guarantee is issued to, or for the benefit of, that Issuing
Bank, by a bank or financial institution whose long term unsecured un-guaranteed debt rating is rated under a certain criteria referred to in the XXXXXXXXXX, in the same amount and currency as the Letter of Credit.
25. Except that a guarantee described in this paragraph is not given to itself by any Issuing Bank, each Bank will provide a guarantee to each Issuing Bank (the "Bank Guarantee"):
a. the due performance by each Obligor of that Obligor's payment obligations in respect of each Letter of Credit issued for its account where that specific Letter of Credit that has not been collateralised by the provision of LC Credit Support, and under the Finance Documents, the Collateral is not sufficient to satisfy such obligation; and
b. the due performance by Canco of its payment obligations under the Canco Guarantee as guarantor of the obligations referred to in (a) above.
26. Under the terms of the XXXXXXXXXX and the Finance Documents, if an Obligor fails to pay any amount payable by it under the Finance Documents, it must pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment at a rate equal to the aggregate of XXXXXXXXXX% plus the applicable rate at the relevant time for the letter of credit fee payable to the Bank in respect of the XXXXXXXXXX . Interest (if unpaid) on an overdue amount will be compounded with that overdue amount. Failure by the relevant LC User (or by Canco as Guarantor) to pay a Reimbursement Demand within the short time frames described in 21 above, will preclude the LC Users from requesting the issuance of further Letters of Credit and furthermore, if the Collateral is not sufficient to satisfy payment of the Reimbursement Demand, the Banks may, among other things, direct the XXXXXXXXXX to terminate permanently the XXXXXXXXXX and demand Canco to provide it with cash to cover the amount outstanding at that time under all the outstanding Letters of Credit which are not already collateralized. The inability to draw further Letters of Credit and the obligation to fully cash collateralize the outstanding Letters of Credit would seriously impede the ability of Canco to carry on its business and may materially adversely affect its financial condition.
27. XXXXXXXXXX solicitors for the Canco Group provided a legal opinion on the XXXXXXXXXX (the "Legal Opinion"). It was stated in the Legal Opinion that XXXXXXXXXX, the XXXXXXXXXX provided under the XXXXXXXXXX is exclusively a letter of credit facility pursuant to which the Issuing Banks will only issue Letters of Credit that will not be classified XXXXXXXXXX as "loans". It was also stated in the Legal Opinion that a "loan" is defined in section 103 of the Finance Act 1996 as including "any advance of money". Furthermore, the Legal Opinion stated that any payment by a Bank under the Bank Guarantee as a counter-guarantee to an Issuing Bank as reimbursement in respect the Issuing Bank's payment should similarly not be classified as a "loan" to Canco or Finco and the fact that the reimbursement obligations of Canco and Finco are supported by the Collateral and that interest payments may be due from Canco or Finco in specified circumstances, would not affect those conclusions.
28. The XXXXXXXXXX and the Finance Documents create a contractual framework for the issuance of Letters of Credit and no loan or extension of credit is contemplated under the XXXXXXXXXX, the Finance Documents or the Letters of Credit.
29. Under the XXXXXXXXXX, Canco and Finco will be required to pay various fees to, inter alia, the Banks, the Issuing Banks, the Arrangers, the Security Agent and the XXXXXXXXXX (collectively, the "LC Fees") in respect of the Letters of Credit and Bank Guarantee as follows:
a. agent fees (the "Agent Fees") to financial institutions that each act as an agent for the Banks and/or the Issuing Banks, as consideration for certain services that the agents will be providing in connection with the XXXXXXXXXX;
b. arrangement fees (the "Arrangement Fees") to certain financial institutions as consideration for having put in place the XXXXXXXXXX. The Arrangement Fees are one-time payments that are due, at the latest, on the date the XXXXXXXXXX is signed by all the parties;
c. commitment fees based on the unutilized portion of the XXXXXXXXXX which will be paid as consideration for the Bank Guarantee only (the "Commitment Fees"); and
d. letter of credit fees to each Bank based on the exposure of such Bank in respect of Letters of Credit issued at the request of Finco or Canco which will be paid as consideration for the Bank Guarantee only (the "Letter of Credit Fees").
A fee will be paid to each Issuing Bank in respect of each Letter of Credit issued (the "Issuing Bank Fee"). The Issuing Bank Fee will be paid directly by each LC User of a Letter of Credit to the Issuing Bank in respect of that Letter of Credit. A portion of the LC Fees that pertain to Letters of Credit that are or may be issued where Canco is the applicant (the "Canco LC Fees"), which are individually known as the "Canco Agent Fees", the "Canco Arrangement Fees", the "Canco Commitment Fees" and the "Canco Letter of Credit Fees", are attributable to Canco. For administrative purposes only, Finco will pay the LC Fees other than the Issuing Bank Fee, directly to the recipient for its own and Canco's behalf and for these purposes only, Canco will within a reasonable time and in accordance with inter-company transactions within the Canco Group, reimburse Finco, the Canco LC Fees. None of the Canco LC Fees apply to financing, loans or extension of credit arrangements between any of the parties involved.
30. The XXXXXXXXXX will provide that all payments (including fees) to be made by Canco and Finco under the XXXXXXXXXX must be made without tax deductions and that if tax deductions are required by law, such payments are to be grossed up so that the recipient will receive that same amount that they would have received if there had been no such deductions.
31. The XXXXXXXXXX will not be used by Canco and its subsidiaries as a form of financing for its operations.
Purpose of the Proposed Transactions
32. By entering into the XXXXXXXXXX, Canco expects to significantly reduce the costs incurred by members of the Canco Group for the issuance of Letters of Credit when compared with the XXXXXXXXXX.
Rulings Given
Provided that the preceding statements constitute a complete and accurate disclosure of all the relevant facts, Proposed Transactions and purpose of the Proposed Transactions, the final documents are substantially the same as the documents provided to us as reflected here, and the Proposed Transactions are completed in the manner described above, our rulings are as follows:
A. For purposes of Part XIII of the Act, the Canco Agent Fees, the Canco Arrangement Fees and any Issuing Bank Fee that pertains to a Letter of Credit under which Canco is the LC User, as described in the post-amble of 29 above, paid or credited to any financial institution by Canco or by Finco, on Canco's behalf, in respect of a Letter of Credit that is or will be issued under which Canco is the LC User, will not be deemed by paragraph 214(15)(a) or paragraph 214(15)(b) to be interest.
B. For purposes of Part XIII of the Act, provided that a Bank is not required to honour a guarantee under the terms of the Bank Guarantee described in 25 above at the time the LC Fees were paid or credited, the Canco Commitment Fees and the Canco Letter of Credit Fees, as described in the post-amble of 29 above, paid or credited to any financial institution by Finco on Canco's behalf in respect of the Bank Guarantee will not be deemed by paragraph 214(15)(a) or paragraph 214(15)(b) to be interest.
The rulings are based on the Act in its present form and do not take into account the effect of any proposed amendments to the Act and are given subject to the general limitations and qualifications set forth in Information Circular 70-6R5, dated May 17, 2002, issued by the CRA, and are binding on the CRA provided the Proposed Transactions commence on or before XXXXXXXXXX.
The rulings given are based on the fact that at the time the LC Fees are paid or credited as described in 29, a Bank is not required to honour a guarantee under the terms of the Bank Guarantee described in 25 above, no loan or extension of credit is created under the XXXXXXXXXX, the Finance Documents or the Letters of Credit. Furthermore, the rulings given only apply to Canco LC Fees that relate to Letters of Credit issued or to be issued.
The rulings given are based on the fact that Canco and its subsidiaries will not use the XXXXXXXXXX as a form of financing. Should Canco, Finco or any party to the XXXXXXXXXX or the Finance Documents enter into any agreement (including an amendment to the XXXXXXXXXX) or take any action that would allow Canco or any of its subsidiaries to use the XXXXXXXXXX, Finance Documents or any other related agreement, as a form of financing (including, without limitation, an agreement that would allow Canco as LC User to postpone the repayment of an amount that it is required to reimburse an Issuing Bank), the rulings given will no longer apply.
Nothing in this letter should be construed as implying the CRA has agreed to any other tax consequences relating to any facts or Proposed Transactions referred to herein other than those as specifically described in the rulings given above. In particular, this letter should not be construed as implying that the CRA has considered or is giving an opinion whether the provisions of subsection 247(2) or subsection 56(2) would apply to adjust amounts or deem an income inclusion that should have been made in respect of the Canco Guarantee, for purposes of the Act; nor should this letter be construed as implying that the CRA has considered or is giving an opinion whether the provisions of paragraph 212(1)(a) would apply to the Canco LC Fees.
Nothing in this letter should be construed as implying that the CRA has agreed to or accepted:
(i) the GST implications of any of the Proposed Transactions;
(ii) the reasonableness of any amounts referred to in this letter;
(iii) the fair market value of any property referred to herein;
(iv) that Finco is a corporation for purposes of the Act; and
(v) any other tax consequences of the Proposed Transactions or of related transactions or events that are not described in the rulings given.
This letter is based solely on the facts and Proposed Transactions described above. The documentation submitted with your request does not form part of the facts and Proposed Transactions and any references thereto are provided solely for the convenience of the reader.
Yours truly
XXXXXXXXXX
For Director
Financial Sector and Exempt Entities Division
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch
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