(F-7 POS)

As filed with the Securities and Exchange Commission on August 8, 2014

Registration No. 333-197568

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM F-7

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Constellation Software Inc.

(Exact name of Registrant as specified in its charter)

Ontario, Canada

7372

Not Applicable

(Province or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

20 Adelaide Street East - #1200, Toronto, Ontario, Canada M5C 2T6

(416) 861-2279

(Address and telephone number of Registrant’s principal executive offices)

Trapeze Software Group, Inc.

5265 Rockwell Drive NE

Cedar Rapids, IA 52402

(416) 861-2279

(Name, address and telephone number of agent for service in the United States)

Copies to:

Wendi Locke
McCarthy Tétrault LLP
Suite 5300, TD Bank Tower

Box 48, 66 Wellington Street West

Toronto, Ontario

Canada M5K 1E6

Tel: (416) 362-1812

Christopher J. Cummings

Paul, Weiss, Rifkind,
Wharton & Garrison LLP
Suite 3100, 77 King Street West
Toronto, Ontario
Canada M5K 1J3
Tel: (416) 504-0520

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

This registration statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule 467(a).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box: ¨

If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this registration statement changes, the provisions of Rule 416 shall apply to this registration statement.

PART I

INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS

This short form prospectus constitutes a public offering only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. See “ Plan of Distribution ”.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of Constellation Software Inc. at 20 Adelaide Street East, Suite 1200, Toronto, Ontario, M5C 2T6, telephone: (416)-861-1941, and are also available electronically at www.sedar.com.

Short Form Prospectus


Rights Offering		August 7, 2014

LOGO

CONSTELLATION SOFTWARE INC.

C$100,000,000

Offering of Rights to Subscribe for

Unsecured Subordinated Floating Rate Debentures, Series 1

Due March 31, 2040

Price: C$95.00 per Debenture

This short form prospectus covers the issuance (the “ Offering ”) by Constellation Software Inc. (the “ Company ” or “ CSI ”) to the holders of its outstanding common shares (the “ Common Shares ”) of record (the “ Shareholders ”) on August 21, 2014 (the “ Record Date ”) of one right (each, a “ Right ”) for each Common Share held. For every 21.192 Rights held, a holder of Rights is entitled to subscribe for C$100 principal amount of unsecured subordinated floating rate debentures, Series 1 of the Company (the “ Debentures ”) prior to 4:30 p.m. (Toronto time) (the “ Expiry Time ”) on November 7, 2014 (the “ Expiry Date ”) at a price of C$95.00 per C$100 principal amount of Debentures purchased. From, and including, the initial date of issue of October 1, 2014 to, but excluding, March 31, 2015, the Debentures will bear interest at a rate of 7.4% per annum. From, and including, March 31, 2015 to, but excluding, the Maturity Date (as defined below), the interest rate applicable to the Debentures will be reset on an annual basis on March 31 of each year, at a rate equal to the Cost of Living Adjustment (as defined below) (which amount may be positive or negative) plus 6.5%. The Rights are fully divisible and fully transferable into and within Canada, and will be represented by rights certificates (the “ Rights Certificates ”). Rights not exercised prior to the Expiry Time on the Expiry Date will be void and of no further value.


	Subscription Price		Net Proceeds to the Company ⁽¹⁾
Per Debenture	C$	95.00	C$	95.00
Total Offering ⁽²⁾	C$	95,000,000	C$	95,000,000

(1)	Before deducting the expenses of the Offering, which are estimated to be approximately C$500,000 and will be paid by the Company.

(2)	Assumes the maximum amount of Debentures issued.

Investing in the Debentures involves significant risks. Prospective investors should carefully review the risks outlined in this short form prospectus and in the documents incorporated by reference herein before purchasing the Debentures. See “ Risk Factors ”.

This prospectus qualifies for distribution under applicable Canadian securities laws the Rights and the Debentures issuable on the exercise of the Rights (collectively, the “ Offered Securities ”) in each of the provinces and territories of Canada and also covers the offer and sale of the Debentures issuable upon exercise of the Rights within the United States (together with each of the provinces and territories of Canada, the “ Eligible Jurisdictions ”) under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”). However, notwithstanding registration under the U.S. Securities Act, the securities or blue sky laws of certain states may not permit or may limit the Company’s ability to offer Rights and/or Debentures in such states, or to certain persons in those states. The Company will only offer Rights in states where, and to such persons to whom, it is legally permitted to do so.

None of the Offered Securities have been qualified under the securities laws of any jurisdiction outside the Eligible Jurisdictions (an “ Ineligible Jurisdiction ”) and, except under the circumstances described herein, the Rights may not be exercised by or on behalf of a holder of Rights resident in an Ineligible Jurisdiction (an “ Ineligible Holder ”). This prospectus is not, and under no circumstances is to be construed as, an offering of any of the Offered Securities for sale in any Ineligible Jurisdiction or a solicitation therein or thereto of an offer to buy any securities. Rights Certificates will not be sent to any Shareholder with an address of record in an Ineligible Jurisdiction. Instead, such Ineligible Holders will be sent a letter advising them that their Rights Certificates will be held by the Subscription Agent, who will hold such Rights as agent for the benefit of all such Ineligible Holders. See “ Description of the Rights – Ineligible Holders ”.

This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this prospectus in accordance with the disclosure requirements of Canada. Prospective purchasers of securities should be aware that such requirements are different from those of the United States. Financial statements included or incorporated herein have been prepared in accordance with International Financial Reporting Standards, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

Prospective investors should be aware that the acquisition or disposition of the securities described in this prospectus may have tax consequences in the United States, Canada and the investor’s jurisdiction of residence. Prospective investors should review the sections herein entitled “ Certain Canadian Federal Income Tax Considerations ” and “ Certain United States Federal Income Tax Considerations ”, and should consult their own tax advisors.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the laws of Ontario, that some or all of its officers and directors may be residents of a country other than the United States, that some or all of the experts named in the registration statement may be residents of Canada, and that all or a substantial portion of the assets of the Company and said persons may be located outside the United States.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The Rights may be transferred only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act (“ Regulation S ”).

There is currently no market through which the Rights or the Debentures may be sold, and purchasers of Debentures may not be able to resell Debentures acquired pursuant to the exercise of Rights or otherwise. There can be no assurance that an active trading market will develop for the Rights or the Debentures or, if developed, that such a market will be sustained. To the extent that an active trading market for the Rights or the Debentures does not develop, the pricing of the Rights or the Debentures in the secondary market, the transparency and availability of trading prices and the liquidity of the Rights or the Debentures may be adversely affected. See “ Risk Factors ”.

The currently outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “ TSX ”) under the symbol “CSU”. The Rights will be listed on the TSX under the symbol “CSU.RT” and will be posted for trading on the TSX until 12:00 p.m. (Toronto time) on the Expiry Date at which time they will be halted from trading. The TSX has approved the listing of the Debentures, subject to the Company fulfilling all of the requirements of the TSX.

No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.

Computershare Trust Company of Canada (the “ Subscription Agent ”), at its principal offices in the City of Toronto (the “ Subscription Offices ”), is the subscription agent for this Offering. See “ Description of the Rights – Subscription Agent ”.

For Common Shares held in registered form, the Company will mail or cause to be mailed to each Shareholder a Rights Certificate evidencing the number of Rights issued to the holder thereof, together with a copy of this prospectus. In order to exercise the Rights represented by the Rights Certificate, a holder of Rights must complete and deliver Form 1 of the Rights Certificate to the Subscription Agent in the manner and upon the terms set out in this prospectus. See “ Description of the Rights of the Offering – Common Shares Held in Registered Form ”.

For Common Shares held through a securities broker or dealer, bank or trust company or other participant (a “ CDS Participant ”) in the book-based system administered by CDS Clearing and Depository Services Inc. (“ CDS ”), a holder of Rights may exercise the Rights issued in respect of such Common Shares by (a) instructing the CDS Participant holding such Rights to exercise all or a specified number of such Rights and (b) forwarding to such CDS Participant the subscription price for each Debenture that such Shareholder wishes to subscribe for in accordance with the terms of this Offering. Subscriptions for Debentures made through a CDS Participant will be irrevocable and subscribers will be unable to withdraw their subscriptions for Debentures once submitted. See “ Description of the Rights – Common Shares Held Through CDS ”.

TABLE OF CONTENTS


GENERAL MATTERS			1
ELIGIBILITY FOR INVESTMENT			1
FORWARD-LOOKING STATEMENTS			1
EXCHANGE RATE INFORMATION			2
DOCUMENTS INCORPORATED BY REFERENCE			2
CONSTELLATION SOFTWARE INC.			3
DESCRIPTION OF THE RIGHTS			4
DESCRIPTION OF THE DEBENTURES			8
CONSOLIDATED CAPITALIZATION			12
USE OF PROCEEDS			13
PLAN OF DISTRIBUTION			13
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			14
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			17
RISK FACTORS			22
EARNINGS COVERAGE RATIOS			24
EXPERTS			25
LEGAL PROCEEDINGS			25
AUDITORS, TRANSFER AGENT AND REGISTRAR			25
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT			25
PURCHASERS’ STATUTORY RIGHTS			25
ADDITIONAL INFORMATION			25
CERTIFICATE OF THE COMPANY			C-1

GENERAL MATTERS

Unless otherwise noted or the context otherwise indicates, all references in this prospectus to “CSI”, the “Company”, “we”, “us”, “our” and “our company” refer to Constellation Software Inc. and its subsidiaries.

The Company prepares its consolidated financial statements in U.S. dollars and in conformity with International Financial Reporting Standards.

All references to US$ are to U.S. dollars and all references to C$ are to Canadian dollars.

ELIGIBILITY FOR INVESTMENT

In the opinion of McCarthy Tétrault LLP, Canadian counsel to the Company, based on the provisions of the Income Tax Act (Canada) (the “ Tax Act ”) at the date hereof and provided (I) the Rights are listed on a “designated stock exchange” within the meaning of the Tax Act (which currently includes the TSX) and (II) either the Company is a “public corporation” within the meaning of the Tax Act or the Debentures are listed on a “designated stock exchange”, the Rights and Debentures would, if issued on the date hereof, be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (“ RRSP ”), a registered retirement income fund (“ RRIF ”), a deferred profit sharing plan (except, in the case of Debentures, a deferred profit sharing plan to which the Company, or an employer that does not deal at arm’s length with the Company, has made a contribution), a tax free savings account (“ TFSA ”), a registered disability savings plan and a registered education savings plan, each as defined in the Tax Act.

Notwithstanding the foregoing, if the Rights or Debentures are “prohibited investments” for the purposes of an RRSP, RRIF or TFSA, the holder of the TFSA or the annuitant of the RRSP or RRIF, as the case may be, will be subject to a penalty tax as set out in the Tax Act. Neither the Rights nor the Debentures will be a “prohibited investment” provided the holder of the TFSA or the annuitant of the RRSP or RRIF, as the case may be, deals at arm’s length with the Company for purposes of the Tax Act and does not have a significant interest (within the meaning of the Tax Act) in the Company. Annuitants of an RRSP or RRIF and holders of a TFSA should consult their own tax advisors to ensure the Rights and Debentures will not be a prohibited investment in their particular circumstances.

FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus may contain “forward-looking” statements which involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this prospectus, words such as “may”, “will”, “expect”, “believe”, “plan”, “intend”, “should”, “anticipate” and other similar terminology are intended to identify forward-looking statements. These statements reflect current assumptions and expectations regarding future events and operating performance and speak only as of the date of this prospectus. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under “ Risk Factors ”. Although the forward-looking statements contained in this prospectus are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this prospectus, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by applicable securities laws.

EXCHANGE RATE INFORMATION

The following table sets out (i) the rate of exchange for one U.S. dollar in Canadian dollars in effect at the end of each of the periods indicated, (ii) the high and low rate of exchange during those periods and (iii) the average rate of exchange for those periods, each based on the noon buying rate of exchange published by the Bank of Canada.


	3 Months Ended June 30				6 Months Ended June 30				Year ended December 31
	2014		2013		2014		2013		2013		2012
High		1.1042		1.0532		1.1251		1.0532		1.0697		1.0418
Low		1.0676		1.0023		1.0614		0.9839		0.9839		0.9710
End of period		1.0676		1.0512		1.0676		1.0512		1.0636		0.9949
Average		1.0905		1.0231		1.0968		1.0159		1.0299		0.9996

On August 6, 2014 the noon buying rate for one U.S. dollar in Canadian dollars published by the Bank of Canada was US$1.00 = C$1.0926.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents have been filed with the securities regulatory authorities in each of the provinces and territories of Canada and are specifically incorporated by reference into, and form an integral part of, this prospectus:

(a)	the Company’s condensed consolidated interim financial statements for the three and six months ended June 30, 2014;

(b)	the Company’s management’s discussion and analysis of financial condition and results of operations for the three and six months ended June 30, 2014;

(c)	the Company’s Annual Information Form dated March 28, 2014 (the “ AIF ”);

(d)	the Company’s Management Information Circulars dated August 30, 2013 and March 27, 2014;

(e)	the Company’s consolidated financial statements for the years ended December 31, 2013 and December 31, 2012, together with the auditor’s report thereon;

(f)	the Company’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2013; and

(g)	the Company’s business acquisition report dated March 6, 2014 regarding the acquisition of Total Specific Solutions (TSS) (B.V.).

Any documents of the type referred to in the preceding paragraph, or otherwise described in Section 11.1 of Form 44-101F1 – Short Form Prospectus Distributions (excluding confidential material change reports), filed by the Company with any securities regulatory authority in Canada after the date of this prospectus and prior to the completion or withdrawal of this Offering, are deemed to be incorporated by reference in this prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

CONSTELLATION SOFTWARE INC.

We acquire, manage and build vertical market software (“ VMS ”) businesses. Generally, these businesses provide mission critical software solutions that address the specific needs of our customers in particular vertical markets. Our focus on acquiring businesses with growth potential, managing them well and then building them has allowed us to generate significant cash flow and revenue growth. Using a combination of proprietary software and market expertise, we provide software solutions designed to meet certain mission critical requirements of our customers. We believe that our software solutions enable our customers to boost productivity, operate more cost effectively, increase sales and improve customer service and satisfaction. Our principal strategy is to acquire, manage and build VMS businesses. Most of the VMS businesses that we acquire have the potential to be leaders within their particular markets. We target the VMS sector because of the attractive economics that it provides and our belief that our management teams understand those economics better than many of our competitors.

We are a global provider of enterprise software solutions serving a variety of distinct vertical markets. The Company is organized around two reportable segments: (i) the public sector segment, which primarily includes businesses focused on government and government-related customers, and (ii) the private sector segment, which primarily includes businesses focused on commercial customers. The vertical markets in which we participate in each sector include:

Public Sector


• Public transit operators	• Asset management	• Municipal systems
• Para transit operators	• Fleet and facility management	• School administration
• School transportation	• District attorney	• Public safety
• Non-emergency medical	• Taxi dispatch	• Healthcare
• Ride share	• Benefits administration	• Court
• Local government	• Insurance	• Marine asset management
• Agri-business	• Collections management	• Electric utilities
• School and special library information systems	• Rental	• Water utilities

Private Sector


• Private clubs & daily fee golf courses	• Lease management	• Window manufacturers
• Construction	• Winery management	• Cabinet manufacturers
• Food services	• Buy here pay here dealers	• Made-to-order manufacturers
• Health clubs	• RV and marine dealers	• Window and other dealers
• Moving and storage	• Pulp & paper manufacturers	• Multi-carrier shipping
• Metal service centers	• Real estate brokers and agents	• Supply chain optimization
• Attractions	• Outdoor equipment dealers	• Multi-channel distribution
• Leisure centers	• Pharmaceutical and biotech manufacturers	• Wholesale distribution
• Education	• Healthcare electronic medical records	• Third party logistics warehouse management systems
• Radiology & laboratory information systems	• Homebuilders	• Retail management and distribution
• Product licensing	• Event management	• Association management
• Tire distribution	• Salons and spas	• Public housing authorities
• Housing finance agencies	• Municipal treasury & debt systems	• Real estate brokers and agents

Our head and registered office is located at 20 Adelaide Street East, Suite 1200, Toronto, Ontario, M5C 2T6. We have more than 200 other offices worldwide including in the United States, Denmark, Italy, Germany, Switzerland, the United Kingdom, the Netherlands and Romania.

DESCRIPTION OF THE RIGHTS

Rights and Rights Certificates

The Company is issuing to each Shareholder of record at the close of business (Toronto time) on the Record Date one Right for each Common Share held by such Shareholder. Every 21.192 Rights entitle the holder thereof to subscribe for C$100 principal amount of Debentures at a price of C$95.00 per C$100 principal amount of Debentures purchased. The Rights are fully divisible and fully transferable into and within Canada by the holders thereof. The Rights may not be transferred to any person within the United States. Shareholders in the United States who receive Rights may resell them only outside the United States in accordance with Regulation S under the U.S. Securities Act. See “ – Sale or Transfer of Rights ”.

The Rights are evidenced by Rights Certificates registered in the name of the Shareholder entitled thereto. Each Shareholder, other than an Ineligible Holder, will receive a Rights Certificate evidencing the total number of Rights to which such Shareholder is entitled. Subject to certain exceptions, Rights Certificates may not be held directly by, and subscriptions for Debentures will not be accepted from, Ineligible Holders. See “ – Ineligible Holders ”.

Shareholders that hold their Common Shares through a CDS Participant will not receive physical certificates evidencing their ownership of Rights. On the Record Date, a global certificate representing Rights held through CDS Participants will be issued in registered form to, and in the name of, CDS or its nominee. See “ – Common Shares Held Through CDS ”.

Subscription Privilege

Every 21.192 Rights entitle the holder thereof to subscribe for C$100 principal amount of Debentures prior to the Expiry Time on the Expiry Date at a price of C$95.00 per C$100 principal amount of Debentures purchased.

The Debentures will be issued in two tranches. The first tranche will be issued on October 1, 2014 (the “First Issue Date”) and the second tranche will be issued on November 19, 2014 (the “Second Issue Date”). Holders of Rights who exercise their Rights on or prior to September 22, 2014 (the “Early Exercise Date”) will be issued their Debentures on the First Issue Date. Holders of Rights who exercise their Rights after the Early Exercise Date and prior to the Expiry Time will be issued their Debentures on the Second Issue Date. Holders of Rights who exercise their Rights after the Early Exercise Date will be required to pay an amount equal to C$0.9934 per C$100 principal amount of Debentures in addition to the subscription price of C$95.00 per C$100 principal amount of Debentures on account of interest accrued on the Debentures from, and including, the First Issue Date to, but excluding, the Second Issue Date. The Debentures will not be listed, or begin trading, on the TSX until the Second Issue Date. See “ Description of the Debentures ” and “ Risk Factors ”.

Rights not exercised by the Expiry Time on the Expiry Date will be void and of no further value. A holder of Rights that subscribes for some, but not all, of the Debentures which such holder is entitled to subscribe for will be deemed to have elected to waive the unexercised balance of such Rights. For information on how to exercise the Subscription Privilege, see “ – Common Shares Held in Registered Form – How to Complete the Rights Certificate ”.

Fractional Debentures will not be issued upon the exercise of Rights. Each holder of a Rights Certificate which evidences a number of Rights not evenly divisible by 21.192 will have the principal amount of Debentures it is entitled to subscribe for rounded down to the next nearest multiple of C$100.

Subscription Agent

Computershare Trust Company of Canada (the “ Subscription Agent ”) has been appointed the agent of the Company to receive subscriptions and payments from holders of Rights and to perform certain services relating to the exercise and transfer of Rights. Subscriptions and payments under the Offering should be sent to the Subscription Agent at:

Computershare Investor Services Inc.

PO Box 7021

31 Adelaide St E

Toronto ON M5C 3H2

Attn: Corporate Actions

The Subscription Agent can be reached by telephone at 1-800-564-6253 or 1-514-982-7555 or by e-mail at corporateactions@computershare.com.

Common Shares Held Through CDS

For Common Shares held through a CDS Participant in the book-based system administered by CDS, a global certificate representing the aggregate number of Rights held through CDS Participants will be issued in registered form to CDS and will be deposited with CDS. Each Shareholder who holds Common Shares through a CDS Participant (a “ Beneficial Shareholder ”) will receive a confirmation of the number of Rights issued to such holder from its CDS Participant in accordance with the practices and procedures of that CDS Participant. CDS will be responsible for establishing and maintaining book-entry accounts for CDS Participants holding Rights.

In order to exercise Rights held through a CDS Participant, a Beneficial Shareholder must (a) instruct the CDS Participant holding such Rights to exercise all or a specified number of such Rights and (b) forward to such CDS Participant the Subscription Price for each Debenture that such Beneficial Shareholder wishes to subscribe for. Subscriptions for Debentures made through a CDS Participant will be irrevocable and subscribers will be unable to withdraw their subscriptions for Debentures once submitted.

The Subscription Price for Rights held through a CDS Participant is payable in Canadian dollars by certified cheque, bank draft or money order payable to the CDS Participant by direct debit from the subscriber’s brokerage account or by electronic funds transfer or other similar payment mechanism. The entire Subscription Price for any Rights exercised (plus any accrued interest on the Debentures) must be paid at the time of subscription and must be received by the Subscription Agent at one of the Subscription Offices prior to 4:30 p.m. (Toronto time) on the Early Exercise Date or the Expiry Date, as applicable. Accordingly, a holder of Rights held through a CDS Participant must deliver its payment and subscriptions sufficiently in advance of the Expiry Date to allow the CDS Participant through which such Rights are held to properly exercise such Rights.

Neither the Company nor the Subscription Agent will have any liability for: (a) the records maintained by CDS or CDS Participants relating to the Rights or the book-entry accounts maintained by them; (b) maintaining, supervising or reviewing any records relating to such Rights; or (c) any advice or representations made or given by CDS or CDS Participants with respect to the rules and regulations of CDS or any action to be taken by CDS or CDS Participants.

The ability of a person having an interest in Rights held through a CDS Participant to pledge such interest or otherwise take action with respect to such interest (other than through a CDS Participant) may be limited due to the lack of a physical certificate. Beneficial Shareholders must arrange purchases or transfers of Rights through their CDS Participant.

Common Shares Held in Registered Form

Shareholders who hold Common Shares in registered form (“ Registered Shareholders ”) will be mailed a copy of this prospectus and a Rights Certificate representing the total number of Rights to which each such Shareholder is entitled to receive.

In order to exercise Rights represented by the Rights Certificate, Registered Shareholders must complete and deliver the Rights Certificate in accordance with the instructions set out under “ – Common Shares Held in Registered Form – How to Complete the Rights Certificate ”.

Rights not exercised by 4:30 p.m. (Toronto time) on the Expiry Date will be void and of no value. The Subscription Price for Rights exercised by Registered Shareholders is payable in Canadian dollars by certified cheque, bank draft or money order payable to the Subscription Agent or by electronic funds transfer or other similar payment mechanism acceptable to the Subscription Agent.

How to Complete the Rights Certificate

Form 1 – Subscription Privilege. Every 21.192 Rights entitle the holder thereof to subscribe for C$100 principal amount of Debentures at a price of C$95.00 per C$100 principal amount of Debentures purchased. The maximum number of Rights that may be exercised pursuant to the Subscription Privilege is shown in the box on the upper right hand corner of the face of the Rights Certificate. If Form 1 on the Rights Certificate is completed so as to exercise some but not all of the Rights represented by a Rights Certificate, the holder of such Rights Certificate will be deemed to have waived the unexercised balance of such Rights, unless the Subscription Agent is otherwise specifically advised by such holder at the time the Rights Certificate is surrendered that the Rights are to be transferred to a third party or are to be retained by the holder.

Only subscriptions for whole Debentures will be accepted. Each holder of a Rights Certificate which evidences a number of Rights not evenly divisible by 21.192 will have the principal amount of Debentures it is entitled to subscribe for rounded down to the next nearest multiple of C$100.

Completion of Form 1 on the Rights Certificate constitutes a representation by the holder thereof that the holder is not a resident or national of an Ineligible Jurisdiction and is not an Ineligible Holder or an agent of a person who is a national or resident of an Ineligible Jurisdiction or an Ineligible Holder.

Form 2 – Transfer of Rights. Only a holder of Rights who wishes to transfer the Rights represented by a Rights Certificate should complete and sign Form 2 on the Rights Certificate. To complete a transfer, a holder of Rights must complete Form 2 on the Rights Certificate and have its signature guaranteed by a Schedule I bank, a major trust company in Canada, or a member of an acceptable Medallion Signature Guarantee Program (including STAMP, SEMP, and MSP). Members of STAMP are usually members of a recognized stock exchange in Canada or members of the Investment Industry Regulatory Organization of Canada. The guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. It is not necessary for a transferee to obtain a new Rights Certificate to exercise the Rights, but the signature of the transferee on Form 1 must correspond in every particular with the name of the transferee (or the bearer if no transferee is specified) as the absolute owner of the Rights Certificate for all purposes. If Form 2 is completed, the Company and the Subscription Agent will treat the transferee as the absolute owner of the Rights Certificate for all purposes and will not be affected by notice to the contrary.

The Rights may be transferred only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act, which will permit the resale of the Rights to a person outside the United States where neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, and no “directed selling efforts”, as that term is defined in Regulation S, are conducted in the United States in connection with the resale. Certain additional conditions are applicable to the Company’s “affiliates”, as that term is defined under the U.S. Securities Act.

Form 3 – Dividing or Combining. Only a holder of Rights who wishes to divide or combine the Rights represented by a Rights Certificate should complete and sign Form 3 on the Rights Certificate. Rights Certificates need not be endorsed if the new Rights Certificate(s) will be issued in the same name. The Subscription Agent will then issue a new Rights Certificate in such denominations (totalling the same number of Rights as represented by the Rights Certificate(s) being divided or combined) as are required by the Rights Certificate holder. Rights Certificates must be surrendered for division or combination in sufficient time prior to the Expiry Time to permit the new Rights Certificates to be issued to and used by the Rights Certificate holder.

Payment. The Subscription Price of C$95.00 per Debenture, is payable in Canadian funds by certified cheque, bank draft or money order payable to the order of “Computershare Trust Company of Canada” or by electronic funds transfer or other similar payment mechanism acceptable to the Subscription Agent.

Delivery. Holders of Rights who exercise their right to subscribe for Debentures must complete and mail the enclosed Rights Certificate to the Subscription Agent, together with payment of the Subscription Price (plus any accrued interest on the Debentures), in the enclosed return envelope. The completed Rights Certificate and payment of the Subscription Price must be received by the Subscription Agent by no later than 4:30 p.m. (Toronto time) on the Expiry Date. If mailing, registered mail is recommended. Please allow sufficient time to avoid late delivery.

The signature of the holder of a Rights Certificate must correspond in every particular with the name that appears on the face of the Rights Certificate. Signatures by a trustee, executor, administrator, guardian, attorney, officer of a company or any person acting in a fiduciary or representative capacity should be accompanied by evidence of authority satisfactory to the Subscription Agent. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any subscription will be determined by the Company in its sole discretion, and any determination by the Company will be final and binding on the Company and its securityholders. Upon delivery or mailing of the completed Rights Certificate to the Subscription Agent, the exercise of the Rights and the subscription for Debentures is irrevocable. The Company reserves the right to reject any subscription if it is not in proper form or if the acceptance thereof or the issuance of Debentures pursuant thereto could be unlawful. The Company also reserves the right to waive any defect in respect of any particular subscription. Neither the Company nor the Subscription Agent is under any duty to give any notice of any defect or irregularity in any subscription, nor will they be liable for the failure to give any such notice.

If a holder of a Right has any questions with respect to the proper exercise of Rights, such holder should contact the Subscription Agent at 1-800-564-6253 or 1-514-982-7555 or by e-mail at corporateactions@computershare.com.

Undeliverable Rights

Rights Certificates returned to the Subscription Agent as undeliverable will not be sold by the Subscription Agent and no proceeds of sale will be credited to such holders.

Sale or Transfer of Rights

A holder of Rights in registered form may sell or transfer some or all of such Rights to any person who is not an Ineligible Holder. A holder who wishes to transfer some or all of its Rights must complete Form 2 on the Rights Certificate and have its signature guaranteed by a Schedule I bank, a major trust company in Canada, or a member of an acceptable Medallion Signature Guarantee Program (including STAMP, SEMP, and MSP). See “ – Common Shares Held in Registered Form – How to Complete the Rights Certificate ”. Holders who hold their Rights through a CDS Participant must arrange purchases or transfers of Rights through their CDS Participant.

Dividing or Combining Rights Certificates

Rights Certificates may be divided or combined by completing Form 2 on the Rights Certificate and delivering the Rights Certificate to the Subscription Agent in sufficient time prior to the Expiry Time to permit the new Rights Certificates to be issued to and used by the Rights Certificate holder. See “ – Common Shares Held in Registered Form – How to Complete the Rights Certificate ”.

Ineligible Holders

This prospectus covers the distribution of the Offered Securities in the Eligible Jurisdictions only. However, notwithstanding registration under the U.S. Securities Act, the securities or blue sky laws of certain states may not permit or may limit the Company’s ability to offer Rights and/or Debentures in such states, or to certain persons in those states. The Company will only offer Rights in states where, and to such persons to whom, it is legally permitted to do so. Rights Certificates will not be sent to any Shareholders with addresses of record in an Ineligible Jurisdiction and, except as described herein, Rights may not be exercised by or on behalf of any Shareholders with addresses of record in an Ineligible Jurisdiction. Instead, Ineligible Holders will be sent a copy of this prospectus together with a letter advising them that their Rights Certificates will be held by the

Subscription Agent as agent for the benefit of all such Ineligible Holders. The letter will also set out the conditions required to be met, and procedures that must be followed, in order for Ineligible Holders to participate in the Offering.

Notwithstanding any of the foregoing, the Company may accept subscriptions from Ineligible Holders if the Company determines that the offering to and subscription by such person is lawful and in compliance with all securities and other laws applicable in the Ineligible Jurisdiction where such person is resident (each an “ Approved Eligible Holder ”). Shareholders who have not received Rights Certificates but are resident in an Eligible Jurisdiction or wish to be recognized as Approved Eligible Holders should contact the Subscription Agent at the earliest possible time. Rights of Shareholders with addresses of record in an Ineligible Jurisdiction will be held by the Subscription Agent until 4:30 p.m. (Toronto time) on September 30, 2014 in order to provide such holders with the opportunity to satisfy the Company that (i) the holder is resident in an Eligible Jurisdiction or (ii) the exercise of their Rights will not be in violation of securities and other laws applicable in the Ineligible Jurisdiction where such person is resident. After such time, the Subscription Agent will attempt to sell the Rights of such registered Ineligible Holders on the open market on such date or dates and at such price or prices as the Subscription Agent will determine in its sole discretion.

No charge will be made for the sale of Rights on behalf of Ineligible Holders by the Subscription Agent except for a proportionate share of any brokerage commissions incurred by the Subscription Agent and the costs of or incurred by the Subscription Agent in connection with the sale of the Rights. The proceeds from the sale of Rights by the Subscription Agent (net of brokerage fees and selling expenses and, if applicable, costs incurred and Canadian withholding taxes) will be divided on a pro rata basis among registered Ineligible Holders and delivered to such Ineligible Holders as soon as reasonably practicable, provided that amounts of less than C$100 will not be remitted. The Subscription Agent will act in its capacity as agent of the registered Ineligible Holders on a best efforts basis only and the Company and the Subscription Agent do not accept responsibility for the price obtained on the sale of Rights or the inability of the Subscription Agent to sell the Rights. Neither the Company nor the Subscription Agent will be subject to any liability for or in connection with the sale of, or failure to sell, any Rights on behalf of Ineligible Holders. There is a risk that the proceeds received from the sale of Rights issued in respect of Common Shares held by Ineligible Holders will not exceed the costs of or incurred by the Subscription Agent in connection with the sale of such Rights, in which case no proceeds will be remitted to Ineligible Holders.

Holders of Rights who are not resident in Canada should be aware that the acquisition and disposition of any of the Offered Securities may have tax consequences in Canada and in the jurisdiction in which they reside which are not described in this prospectus. U.S. Holders should refer to the section “ Certain United States Federal Income Tax Considerations ” and all such holders should consult their own tax advisors about the specific tax consequences of acquiring, holding and disposing of the Offered Securities.

Debenture Certificates

Debentures issued in connection with the Rights Offering will be registered in the name of the person to whom the Rights Certificate was issued or to whom the Rights have been properly and duly transferred. The certificates representing such Debentures will be delivered by mail to the address of the subscriber as it appears on the Rights Certificate, unless otherwise directed, or to the address of the transferee, if any, indicated on the appropriate form on the Rights Certificate as soon as practicable after the Expiry Date. Except as otherwise described under “ – Ineligible Holders ”, Debentures will not be issued to or on behalf of any holders of Rights with addresses of record in an Ineligible Jurisdiction.

Holders of Rights that hold their Rights through a CDS Participant will not receive physical certificates evidencing their ownership of Debentures issued upon the exercise of Rights. Upon the closing of the Offering, a global certificate representing such Debentures will be issued in registered form to, and in the name of, CDS or its nominee.

DESCRIPTION OF THE DEBENTURES

The following description of the Debentures is a brief summary of their material attributes and characteristics. The following summary uses words and terms which are defined in the trust indenture to be entered into on or prior to the First Issue Date between the Company and Computershare Trust Company of Canada (the “ Debenture Trustee ”) in respect of the Debentures, as amended or supplemented from time to time (the “ Indenture ”). This summary does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the terms of the Indenture.

The Debentures will be issued as a single series under and pursuant to the provisions of the Indenture and will have a maturity date of March 31, 2040 (the “Maturity Date”). The Company may, from time to time, without the consent of Debentureholders, issue additional Debentures or other debentures in addition to the Debentures offered hereby.

The Debentures will be issued in two tranches. The first tranche will be issued on the First Issue Date and the second tranche will be issued on the Second Issue Date. Holders of Rights who exercise their Rights on or prior to the Early Exercise Date will be issued their Debentures on the First Issue Date. Holders of Rights who exercise their Rights after the Early Exercise Date and prior to the Expiry Time will be issued their Debentures on the Second Issue Date. Holders of Rights who exercise their Rights after the Early Exercise Date will be required to pay an amount equal to C$0.9934 per C$100 principal amount of Debentures in addition to the subscription price of C$95.00 per C$100 principal amount of Debentures on account of interest accrued on the Debentures from, and including, the First Issue Date to, but excluding, the Second Issue Date. The Debentures will not be listed, or begin trading, on the TSX until the Second Issue Date. See “Risk Factors” .

The Debentures will be issuable only in denominations of C$100 and integral multiples thereof.

The Debentures will be direct obligations of CSI and will not be secured by any mortgage, pledge, hypothec or other charge and will be subordinated to all Senior Indebtedness of the Company as described under “ Description of the Debentures – Subordination ”. The Indenture does not restrict CSI from incurring additional Senior Indebtedness at any time or from time to time or other indebtedness or otherwise mortgaging, pledging or charging its real or personal property or properties to secure any indebtedness or other financing. The Debentures will rank pari passu with every other series of debentures that have been issued, or may hereafter be issued, under the Indenture including the Debentures.

Interest Rate

From, and including, the First Issue Date to, but excluding, March 31, 2015, the Debentures will bear interest at a rate of 7.4% per annum (the “ Initial Rate ”). From, and including, March 31, 2015 to, but excluding, the Maturity Date, the interest rate applicable to the Debentures will be reset on an annual basis on March 31 of each year, at a rate equal to the Cost of Living Adjustment (as defined below) (which amount may be positive or negative) plus 6.5% (“ Floating Interest ”). Notwithstanding the foregoing, the interest rate applicable to the Debentures will at no time be less than 0%. Interest, if any, will be payable quarterly in arrears in equal instalments on March 31, June 30, September 30 and December 31 in each year, commencing on December 31, 2014. Holders of Debentures at the close of business on the business day prior to an interest payment date will be entitled to receive the interest payment in respect of such quarter. The first interest payment payable on December 31, 2014 will include interest accrued from and including the First Issue Date to, but excluding, December 31, 2014 and will be in the amount of C$1.8449 per C$100 principal amount of Debentures. The Initial Rate will only apply to the Debentures in respect of the first and second interest payments on December 31, 2014 and March 31, 2015, respectively. Effective March 31, 2015, the interest payable on the Debentures will be based on the applicable Floating Interest rate.

For the purposes hereof:

“ Cost of Living Adjustment ” means, in any given year, the annual average percentage change in the CPI Index during the 12 month period ending on December 31 in the prior year.

“ CPI Index ” means the index called the “All-items Consumer Price Index” published by Statistics Canada in its monthly publication, adjusted for base year 2002 (2002=100) and rebased from time to time, provided that if the Government of Canada determines not to publish such index, then the term “CPI Index” means whatever substitute index is used to determine the Government of Canada’s obligations under its real return bonds if any Government of Canada real return bonds are then outstanding, or if there is no such index or compilation, the term “CPI Index” means a similar measure determined by the Company, acting reasonably.

The principal and interest on the Debentures will be payable in lawful money of Canada as specified in the Indenture.

About the CPI Index

The CPI Index is a measure of the average change in consumer prices over time for a fixed market basket of goods and services, including food, clothing and footwear, shelter, household operations, furnishings and equipment, recreation, education and reading, alcoholic beverages and tobacco products, fuels, transportation, health and personal care, and energy. In calculating the CPI Index, the prices of the various items included in the fixed market basket are averaged together with the weights that represent their importance in the spending of households in Canada. Statistics Canada periodically updates the contents of the market basket of goods and services and the weights assigned to the various items to take into account changes in the consumer expenditure patterns. Since the basket contains commodities of unchanging or equivalent quantity and quality, the index reflects only pure price movements. The CPI Index is expressed in relative terms in relation to a time base reference period for which the level was set to 100.0.

Historical Performance of the CPI Index

The following chart shows the annual percentage changes to the CPI Index over the last 25 years. Historical performance of the CPI Index is not an indication of future performance and the future performance of the CPI Index may differ significantly from historical performance, either positively or negatively.

LOGO

Redemption and Purchase at the Option of the Company

The Company will not have any right to redeem the Debentures prior to March 31, 2015. As described below, on and after this date, the Company will, on an annual basis, have a 15 day notice period within which to provide notice to holders of Debentures of its intention to redeem some or all of such Debentures on a date that is five years following the end of such notice period.

During the period beginning on March 16 and ending on March 31 of each year, the Company will have the right, at its option, to give notice to holders of Debentures of its intention to redeem the Debentures, in whole or in part, on March 31 in the year that is five years following the year in which notice is given, at a price equal to the principal amount thereof plus accrued and unpaid interest up to but excluding the date fixed for redemption. For example, if the Company chooses to exercise its right to redeem the Debentures in March 2015, the Company would be required to deliver notice of such redemption to holders of Debentures during the period beginning on March 16, 2015 and ending on March 31, 2015, and the effective date of redemption would be March 31, 2020. Given the foregoing, the first possible redemption date is March 31, 2020.

In the event the Company exercises its right to redeem some or all of the outstanding Debentures in a given year, the Company will send a reminder redemption notice to holders of Debentures not less than 30 nor more than 60 days prior to each applicable redemption date.

The Company’s ability to redeem the Debentures will be subject to compliance with the terms of the Senior Indebtedness at the time of redemption and may be restricted in certain circumstances. See “ Description of the Debentures – Subordination” and “Risk Factors – Prior Ranking Indebtedness ” .

CSI will have the right to purchase Debentures in the market, by tender or by private contract subject to regulatory requirements; provided, however, that if an Event of Default (as defined below) has occurred and is continuing, the Company will not have the right to purchase the Debentures by private contract.

In the case of redemption of less than all of the Debentures, the Debentures to be redeemed will be selected by the Debenture Trustee on a pro rata basis or in such other manner as the Debenture Trustee deems equitable, subject to the consent of the TSX.

Investor Put Rights

Holders of Debentures will not have any right to require the Company to repurchase all or any portion of the Debentures prior to March 31, 2015. As described below, on and after this date, holders of Debentures will, on an annual basis, have a 15 day notice period within which to provide notice to the Company of their intention to require the Company to repurchase some or all of such Debentures on a date that is approximately five years following the end of such notice period.

During the period beginning on March 1 and ending on March 15 of each year, holders of Debentures will have the right, at their option, to give notice to the Company of their intention to require the Company to repurchase (or to “put”) the Debentures, in whole or in part, on March 31 in the year that is five years following the year in which notice is given, at a price equal to the principal amount thereof plus accrued and unpaid interest up to but excluding the date fixed for repurchase. For example, if a holder of Debentures chooses to exercise its right to have the Company repurchase such holder’s Debentures in March 2015, the holder would be required to deliver notice of such repurchase to the Company during the period beginning on March 1, 2015 and ending on March 15, 2015, and the effective date of repurchase would be March 31, 2020. Given the foregoing, the first possible repurchase date is March 31, 2020.

The Company’s ability to repurchase the Debentures will be subject to compliance with the terms of the Senior Indebtedness at the time of repurchase and may be restricted in certain circumstances. See “ Description of the Debentures – Subordination ” and “Risk Factors – Prior Ranking Indebtedness ” . In addition, once a holder of Debentures has exercised its put right in respect of some or all of the Debentures held by such holder (the “ Puttable Debentures ”), the Puttable Debentures will be held in escrow by the Debenture Trustee and will no longer be transferable over the facilities of the TSX or otherwise. See “ Risk Factors – Exercise of Put Rights ” .

Holders of Debentures who hold their Debentures through a CDS Participant will, prior to exercising their right to have the Company repurchase such holder’s Debentures, be required to withdraw their Debentures from CDS and obtain a certificate for such Debentures in registered form.

Failure to Pay Interest on an Interest Payment Date

Common Share Dividend and Buyback Stopper. If, on any interest payment date, the Company fails to pay the interest on the Debentures in full, the Company will not (i) declare dividends of any kind on the Common Shares, nor (ii) participate in any share buyback or redemption involving the Common Shares, until the Company first pays such interest (or the unpaid portion thereof) to holders of Debentures.

Interest Will Form Part of Principal Amount Outstanding. Any unpaid interest in respect of the Debentures that the Company fails to pay to the holders of Debentures on an interest payment date will form part of the principal amount of such Debentures (the “ New Principal Amount ”) and will be subject to interest in accordance with the terms of the Debentures. The New Principal Amount will be due and payable on the occurrence of any event giving rise to the obligation of the Company to pay or cause the payment of the redemption price, as the case may be, as part of such price and not prior thereto.

Payment upon Redemption or Maturity

On redemption or at the Maturity Date, CSI will repay the indebtedness represented by the Debentures by paying to the Debenture Trustee in lawful money of Canada an amount equal to the principal amount of the outstanding Debentures, together with accrued and unpaid interest thereon.

Cancellation

All Debentures redeemed or purchased as described herein will be cancelled and may not be reissued or resold.

Subordination

The payment of the principal of, and interest on, the Debentures will be subordinated in right of payment, in the circumstances referred to below and also more particularly as set forth in the Indenture, to the prior payment in full of all Senior Indebtedness of the Company. “ Senior Indebtedness ” of the Company is defined in the Indenture as all indebtedness of the Company (whether outstanding as at the date of the Indenture or thereafter incurred) which, by the terms of the instrument creating or evidencing the indebtedness, is not expressed to be pari passu with, or subordinate in right of payment to, the Debentures, which includes the Company’s existing credit facility with a syndicate of Canadian chartered banks and U.S. banks in the amount of US$450 million (the “ Credit Facility ”). The Indenture does not limit the ability of the Company to incur additional indebtedness, including additional Senior Indebtedness at any time or from time to time or other indebtedness or otherwise mortgaging, pledging or charging its real or personal property or properties to secure any indebtedness or other financing.

The Indenture provides that in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Company, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Company, all creditors under any Senior Indebtedness will receive payment in full before the Debentureholders will be entitled to receive any payment or distribution of any kind or character, including, without limitation, in cash, property or securities, which may be payable or deliverable in any such event in respect of any of the Debentures or any unpaid interest accrued thereon.

The Indenture also provides that neither the Debenture Trustee nor the Debentureholders shall be entitled to demand or otherwise attempt to enforce in any manner, institute proceedings for the collection of, or institute any proceedings against the Company including, without limitation, by way of any bankruptcy, insolvency or similar proceedings or any proceeding for the appointment of a receiver, liquidator, trustee or other similar official (it being understood and agreed that the Debenture Trustee and/or the Debentureholders shall be permitted to take any steps necessary to preserve the claims of the Debentureholders in any such proceeding and any steps necessary to prevent the extinguishment or other termination of a claim or potential claim as a result of the expiry of a limitation period provided that any such steps do not interfere with the enforcement by any holder of any Senior Indebtedness of its rights and remedies), or receive any payment or benefit in any manner whatsoever on account of indebtedness represented by the Debentures (the “ Senior Indebtedness Postponement Provisions ”) without the prior written consent of the lenders under the Senior Indebtedness.

In addition to the foregoing, pursuant to the terms of the Credit Facility, the Company will not be permitted to make any payment of principal or interest in respect of the Debentures unless both before and immediately after each such payment no event of default (as defined under the Credit Facility) has occurred and is continuing, and provided further that the Company may only redeem or purchase Debentures for cancellation if, immediately after such redemption or purchase, the aggregate of the amount that the Company is entitled to borrow under the Credit Facility plus available cash is equal to or greater than US$25,000,000.

Put Right upon a Change of Control

Upon the occurrence of a change of control of the Company involving the acquisition of voting control or direction of more than 50% of the votes represented by the issued and outstanding Common Shares by any person or group of persons acting jointly or in concert (a “ Change of Control ”), each holder of Debentures may require the Company to purchase, on the date which is 30 days following the giving of notice of the Change of Control as set out below (the “ Change of Control Put Date ”), the whole or any part of such holder’s Debentures at a price equal to 100% of the principal amount thereof (the “ Change of Control Put Price ”) plus accrued and unpaid interest up to, but excluding, the Change of Control Put Date.

If 90% or more of the aggregate principal amount of the Debentures outstanding on the date of the giving of notice of the Change of Control have been tendered for purchase on the Change of Control Put Date, the Company will have the right to redeem all the remaining Debentures on such date at the Change of Control Put Price, together with accrued and unpaid interest to such date. Notice of such redemption must be given to the Debenture Trustee prior to the Change of Control Put Date and, as soon as possible thereafter, by the Debenture Trustee to the holders of the Debentures not tendered for purchase.

Reinvestment Plan

Following Closing, subject to regulatory approval, the Company intends to adopt a reinvestment plan pursuant to which holders of Debentures will be entitled to elect to have interest payable on the Debentures reinvested in additional Debentures, which Debentures will either be issued from treasury or purchased on the open market. Notwithstanding the foregoing, the Company reserves the right to cancel any such plan at any time at its option.

Modification

The rights of the holders of the Debentures as well as any other series of debentures that may be issued under the Indenture may be modified in accordance with the terms of the Indenture. For that purpose, among others, the Indenture contains certain provisions which will make binding on all Debentureholders resolutions passed at meetings of the holders of the debentures issued under the Indenture by votes cast thereat by holders of not less than 66 ^2/3 % of the principal amount of the then outstanding debentures present at the meeting or represented by proxy, or rendered by instruments in writing signed by the holders of not less than 66 ^2/3 % of the principal amount of the then outstanding debentures. In certain cases, the modification will, instead of or in addition to the foregoing, require assent by the holders of the required percentage of debentures of each particularly affected series. Under the Indenture, the Debenture Trustee will have the right to make certain amendments to the Indenture in its discretion, without the consent of the holders of Debentures.

Events of Default

The Indenture provides that an event of default (“ Event of Default ”) in respect of the Debentures will occur if certain events described in the Indenture occur, including if any one or more of the following described events has occurred and is continuing with respect to the Debentures: (i) failure to pay principal or premium, if any, on the Debentures, whether at the Maturity Date, upon redemption, by acceleration or otherwise; or (ii) certain events of bankruptcy, insolvency or reorganization of the Company under bankruptcy or insolvency laws. Subject to the Senior Indebtedness Postponement Provisions, if an Event of Default has occurred and is continuing, the Debenture Trustee may, in its discretion, and shall, upon the request of holders of not less than 25% in principal amount of the then outstanding Debentures, declare the principal of (and premium, if any) and accrued interest on all outstanding Debentures to be immediately due and payable.

Governing Law

Each of the Indenture and the Debentures are governed by, and construed in accordance with, the laws of the Province of Ontario applicable to contracts executed and to be performed entirely in such Province.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the Company’s share or loan capital on a consolidated basis since June 30, 2014 to the date of this prospectus. After giving effect to the Offering, a maximum of C$100,000,000 principal amount of the Debentures will be outstanding. The net proceeds from the Offering are expected to be used by the Company to pay down, in part, existing indebtedness under the Credit Facility. See “ Use of Proceeds ” .

USE OF PROCEEDS

The estimated net proceeds to the Company from the Offering, after deducting the expenses of the Offering estimated to be approximately C$500,000, will be approximately C$94,500,000, assuming the maximum amount of Debentures are issued. The net proceeds from the Offering are expected to be used by the Company to pay down a portion of the existing indebtedness under the Credit Facility. The Credit Facility may be used by the Company for general corporate purposes, including acquisitions. For further information regarding the outstanding amounts owing under our Credit Facility, please refer to the management discussion and analysis for the three and six months ended June 30, 2014, which is incorporated by reference in this prospectus.

The Company intends to spend the funds available to the Company as stated in this short form prospectus; however, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary.

PLAN OF DISTRIBUTION

Each Shareholder of record on the Record Date will receive one Right for each Common Share held. This prospectus qualifies for distribution under applicable Canadian securities laws the Rights and the Debentures issuable on the exercise of the Rights in each of the provinces and territories of Canada, and also covers the offer and sale of the Debentures issuable upon exercise of the Rights within the United States under the U.S. Securities Act. However, notwithstanding registration under the U.S. Securities Act, the securities or blue sky laws of certain states may not permit or may limit the Company’s ability to offer Rights and/or Debentures in such states, or to certain persons in those states. The Company will only offer Rights in states where, and to such persons to whom, it is legally permitted to do so.

The Offered Securities have not been qualified under the securities laws of any jurisdiction other than the Eligible Jurisdictions. Except as described herein, Rights may not be exercised by or on behalf of an Ineligible Holder. This prospectus is not, and under no circumstances is to be construed as, an offering of any of the Offered Securities for sale in any Ineligible Jurisdiction or to Ineligible Holders or a solicitation therein or thereto of an offer to buy any securities. Rights Certificates will not be sent to any Shareholder with an address of record in an Ineligible Jurisdiction. Instead, such Ineligible Holders will be sent a letter advising them that their Rights Certificates will be held by the Subscription Agent, who will hold such Rights as agent for the benefit of all such Ineligible Holders. See “ Details of the Offering – Ineligible Holders ”.

The Rights will be listed on the TSX under the symbol “CSU.RT” and will be posted for trading on the TSX until 12:00 p.m. (Toronto time) on the Expiry Date at which time they will be halted from trading. The TSX has approved the listing of the Debentures, subject to the Company fulfilling all of the requirements of the TSX. The Debentures will not be listed, or begin trading, on the TSX until the Second Issue Date. See “Risk Factors”.

The Debentures will be issued in two tranches. The first tranche will be issued on the First Issue Date and the second tranche will be issued on the Second Issue Date. Holders of Rights who exercise their Rights on or prior to the Early Exercise Date will be issued their Debentures on the First Issue Date. Holders of Rights who exercise their Rights after the Early Exercise Date will be issued their Debentures on the Second Issue Date. Holders of Rights who exercise their Rights after the Early Exercise Date will be required to pay an amount equal to C$0.9934 per C$100 principal amount of Debentures in addition to the subscription price of C$95.00 per C$100 principal amount of Debentures on account of interest accrued on the Debentures from, and including, the First Issue Date to, but excluding, the Second Issue Date. See “Risk Factors”.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary, as of the date hereof, of the principal Canadian federal income tax considerations applicable to a holder in respect of the receipt, exercise and disposition of Rights under the Offering and of acquiring, holding and disposing of Debentures received upon the exercise of Rights. This summary is only applicable to a holder of Rights who acquires such rights under this Offering and a holder who acquires, as beneficial owner, Debentures pursuant to the exercise of Rights (a “ Holder ”) and who, for purposes of the Tax Act and at all relevant times, holds the Rights and Debentures as capital property. Generally, the Rights and Debentures will be considered to be capital property to a Holder provided the Holder does not hold the Debentures in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “financial institution”, as defined in the Tax Act for purposes of the mark to market rules; (ii) an interest in which would be a “tax shelter investment”; (iii) that is a “specified financial institution”; (iv) who makes or has made a “functional currency” reporting election; or (v) that enters into a “derivative forward agreement” with respect to the Debentures (each as defined in the Tax Act). Any such Holder should consult its own tax advisor with respect to the income tax consequences associated with Rights and Debentures.

This summary is based upon the provisions of the Tax Act and the regulations promulgated thereunder (the “ Regulations ”) in force as of the date hereof, all specific proposals to amend the Tax Act and the Regulations that have been publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and Counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (“ CRA ”) published in writing by it prior to the date hereof. This summary assumes the Tax Proposals will be enacted in the form proposed. However, no assurance can be given that the Tax Proposals will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in the law or any changes in the CRA’s administrative policies or assessing practices, whether by legislative, governmental or judicial action or decision, nor does it take into account or anticipate any other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder of Rights or any prospective purchaser or holder of Debentures, and no representations with respect to the income tax consequences to any prospective purchaser or holder are made. Consequently, prospective purchasers or holders of Rights and Debentures should consult their own tax advisors with respect to their particular circumstances.

Canadian Resident Holders

The following portion of the summary is applicable to a Holder of Rights and Debentures who, at all relevant times, is resident or deemed to be resident in Canada for purposes of the Tax Act and deals at arm’s length with, and is not affiliated with, the Company (a “Resident Holder”). Certain Resident Holders who might not otherwise be considered to hold their Debentures as capital property may, in certain circumstances, be entitled to have their Debentures and all other “Canadian securities” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Such Resident Holders should consult their own tax advisors regarding their particular circumstances.

Receipt of Rights

A Resident Holder who receives a Right pursuant to this Offering will be required to include the fair market value of such Right at the time of receipt in computing the Resident Holder’s income for purposes of the Tax Act. The cost of the Right received for purposes of the Tax Act will equal such amount included in the Resident Holder’s income. In determining the adjusted cost base to the Resident Holder of a Right, the cost of each Right held by a Resident Holder will be averaged with the adjusted cost base of each other identical Right.

Exercise of Rights

The exercise of Rights will not constitute a disposition of property for purposes of the Tax Act and, consequently, no gain or loss will be realized by a Resident Holder upon the exercise of Rights. Debentures acquired by a Resident Holder upon the exercise of Rights will have a cost to the Resident Holder equal to the aggregate of the subscription price paid by a Resident Holder plus the adjusted cost base to the Resident Holder of the exercised Rights (if any). In determining the adjusted cost base to the Resident Holder of a Debenture, the cost of each Debenture held by a Resident Holder will be averaged with the adjusted cost base of each other identical Debenture (determined in accordance with the Tax Act) held by the Resident Holder.

Disposition of Rights

A Resident Holder who disposes of or is deemed to dispose of a Right (otherwise than by exercise of the Right) will generally realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Right to the Resident Holder. The cost of a Right acquired by a Resident Holder will be averaged with the adjusted cost base of all other Rights held by that Resident Holder as capital property for the purposes of determining the adjusted cost base to that Resident Holder of each Right so held.

Expiry of Rights

The expiry of an unexercised Right will result in a capital loss to a Resident Holder equal to the adjusted cost base, if any, of the Right immediately before its expiry. Any such capital loss will be subject to the treatment described below under “– Capital Gains and Capital Losses” .

Interest on Debentures

Debentures are indexed debt obligations for purposes of the Tax Act. Accordingly, the normal rules which require certain taxpayers to include interest in income on an accrual basis will not apply. Rather, a Resident Holder of Debentures will be required to include in its income for each taxation year in which the Resident Holder owned a Debenture any Initial Rate interest and Floating Interest which has been received or become receivable by the Resident Holder in that taxation year, depending upon the method regularly followed by the Resident Holder in computing income, except to the extent that the Resident Holder included such amounts in income for a preceding year.

In computing its income for a taxation year, a Resident Holder who acquires Debentures on the Second Issue Date will generally be entitled to deduct an amount equal to the amount stipulated to be interest on a Debenture in respect of a period before the issuance of the Debenture to the extent that such amount was included as interest in computing the Resident Holder’s income for such taxation year. The adjusted cost base to a Resident Holder of a Debenture will be reduced by any amount that is so deductible.

The particular rules in the Tax Act relating to indexed debt obligations are complex. Resident Holders are urged to consult their own tax advisors concerning the application of such rules.

Dispositions of Debentures

A disposition or deemed disposition of a Debenture by a Resident Holder, including redemption, or repayment on maturity should generally result in the Resident Holder realizing a capital gain (or capital loss) equal to the amount by which the proceeds of disposition are greater (or less) than the aggregate of the Resident Holder’s adjusted cost base thereof and any reasonable costs of disposition. For this purpose, proceeds of disposition generally will not include amounts required to be included in income as interest. Such capital gain (or capital loss) will be subject to the tax treatment described below under “– Capital Gains and Capital Losses” .

Upon a disposition or deemed disposition of a Debenture, interest (including amounts deemed to be interest) accrued thereon to the date of disposition will be included in computing the income of the Resident Holder as described above under “Interest on Debentures” , and will be excluded in computing the Resident Holder’s proceeds of disposition of the Debenture.

A Resident Holder who has over-accrued interest income in respect of a Debenture generally will be entitled to a deduction in computing the Resident Holder’s income for the taxation year in which the Debenture is disposed of in an amount equal to such over accrued income.

Capital Gains and Capital Losses

One-half of any capital gain realized by a Resident Holder will be included in the Resident Holder’s income as a “taxable capital gain” and one-half of any capital loss (an “ allowable capital loss ”) realized by a Resident Holder may generally be deducted only from taxable capital gains in accordance with the provisions of the Tax Act. Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

Alternative Minimum Tax

Capital gains realized by a Resident Holder that is an individual or a trust, other than certain specified trusts, may give rise to alternative minimum tax under the Tax Act.

Additional Refundable Tax

A Resident Holder that is throughout the relevant taxation year a “Canadian controlled private corporation” (as defined in the Tax Act) may be liable to pay a refundable tax of 6 ² ⁄ ₃ % on its “aggregate investment income”, which is defined in the Tax Act to include taxable capital gains and interest.

Holders Not Resident in Canada

The following portion of the summary is applicable to a Holder of Rights and Debentures who, at all relevant times: (i) is not and is not deemed to be, a resident of Canada for purposes of the Tax Act; (ii) deals at arm’s length with the Company for purposes of the Tax Act; (iii) does not use or hold and is not deemed to use or hold the Debentures in the course of carrying on business in Canada; (iv) is not an insurer for purposes of the Tax Act; (v) deals at arm’s length with any person resident (or deemed to be resident) in Canada to whom the Holder disposes of a Debenture; (vi) is entitled to receive all payments made on the Debentures; and (vii) is not a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of the Company or a person who does not deal at arm’s length with such a specified shareholder (a “Non-Resident Holder”).

This portion of the summary does not apply to circumstances where interest would be deemed to be paid to a non-resident of Canada (other than a Non-Resident Holder of a Debenture) or deemed to be paid as a dividend to the Non-Resident Holder of a Debenture or a different non-resident of Canada as a result of Tax Proposals contained in a Notice of Ways and Means Motion that accompanied the federal budget tabled by the Minister of Finance (Canada) on February 11, 2014 (or such proposals as amended or enacted or successor provisions thereto) or otherwise.

Receipt of Rights

A Non-Resident Holder who receives a Right will be deemed to have received a dividend from the Company in an amount equal to the fair market value of the Right at the time of receipt. The Non-Resident Holder will be subject to Canadian withholding tax on such deemed dividend. Canadian withholding tax at a rate of 25% (subject to reduction under the provisions of any applicable tax treaty or convention) will be payable on such a deemed dividend. The rate of withholding tax applicable to dividends paid (or deemed to be paid) on the Common Shares to a resident of the United States who beneficially holds Common Shares and who is entitled to all the benefits of the Canada-U.S. Income Tax Convention generally will be reduced to 15%.

A portion of the Rights otherwise to be delivered to a Non-Resident Holder may be sold by the Company in order to fund the applicable withholding taxes.

Exercise of Rights

The exercise of Rights will not constitute a disposition of property for purposes of the Tax Act and, consequently, no gain or loss will be realized by a Non-Resident Holder upon the exercise of Rights.

Disposition of Rights

A Non-Resident Holder who disposes of or is deemed to dispose of a Right (otherwise than by exercise of the Right) will not be subject to tax under the Tax Act in respect of any capital gain realized on such a disposition, unless the Right constitutes “taxable Canadian property” of the Non-Resident Holder and such holder is not entitled to relief under an applicable tax treaty or convention. The Company believes the Rights will not be “taxable Canadian property”.

Expiry of Rights

The expiry of an unexercised Right will not result in any Canadian federal income tax consequences to a Non-Resident Holder provided the Right does not constitute “taxable Canadian property”.

Interest on Debentures

Amounts paid or credited, or deemed to be paid or credited, as, on account or in lieu of payment of, or in satisfaction of the principal of the Debentures or interest on the Debentures by the Company to a Non-Resident Holder will be exempt from Canadian withholding tax.

Dispositions of Debentures

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition of a Debenture provided the Debenture does not constitute “taxable Canadian property” of such holder. No other taxes on income will be payable under the Tax Act by a Non-Resident Holder in respect of the acquisition, ownership or disposition of the Debentures.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain U.S. federal income tax consequences to U.S. Holders (as defined below) of Common Shares of (i) the receipt, ownership, exercise, expiration and disposition of the Rights issued pursuant to this Offering and (ii) the ownership and disposition of Debentures received upon exercise of such Rights. This discussion is based on existing provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final and temporary Treasury Regulations promulgated thereunder, administrative pronouncements or practice, judicial decisions, and interpretations of the foregoing, all as of the date hereof. Future legislative, judicial or administrative modifications, revocations or interpretations, which may or may not be retroactive, may result in U.S. federal income tax consequences significantly different from those discussed herein. This discussion is not binding on the U.S. Internal Revenue Service (the “IRS”). No ruling has been or will be sought or obtained from the IRS with respect to any of the U.S. federal income tax consequences discussed herein. There can be no assurance that the IRS will not challenge any of the conclusions described herein or that a U.S. court will not sustain such challenge.

As used herein, a “U.S. Holder” is a beneficial owner of Common Shares, Rights or Debentures that is (i) a citizen or individual resident of the United States as determined for U.S. federal income tax purposes; (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any of its political subdivisions; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; and (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. If a pass-through entity, including a partnership or other entity taxable as a partnership for U.S. federal income tax purposes, holds Common Shares, Rights or Debentures, the U.S. federal income tax treatment of an owner or partner generally will depend upon the status of such owner or partner and upon the activities of the pass-through entity. A U.S. person that is an owner or partner of a pass-through entity holding Common Shares, Rights or Debentures is urged to consult its own tax advisor.

This discussion does not address any U.S. federal alternative minimum tax, U.S. federal estate, gift, or other non-income tax; or state, local or non-U.S. tax consequences. In addition, this discussion does not address the U.S. federal income tax consequences to certain categories of U.S. Holders subject to special rules, including, without limitation, U.S. Holders that are (i) banks, financial institutions or insurance companies; (ii) regulated investment companies or real estate investment trusts; (iii) brokers or dealers in securities or currencies or traders in securities that elect to use a mark-to-market method of accounting; (iv) tax-exempt organizations, qualified retirement plans, individual retirement accounts or other tax-deferred accounts; (v) holders that hold a Common Share, Right or Debenture as part of a hedge, straddle, conversion transaction or a synthetic security or other integrated transaction; (vi) holders that have a “functional currency” other than the U.S. dollar; (vii) holders that own directly, indirectly or constructively 10 percent or more of the voting power of the Company; and (viii) U.S. expatriates.

This discussion assumes that the Rights or Debentures are held as capital assets (generally, property held for investment), within the meaning of Section 1221 of the Code, in the hands of a U.S. Holder at all relevant times.

The treatment of the receipt, exercise, expiration and cancellation of the Rights for U.S. federal income tax purposes is not entirely clear. The uncertainty is attributable to a variety of factors, including the limited authorities that address such treatment and the ability of the Company to withdraw or cancel the rights offering if certain conditions are not met. The discussion below assumes that, for U.S. federal income tax purposes, the distribution of the Rights is treated as a distribution of Rights to acquire Debentures occurring on the distribution date and such Rights are property. The discussion below also assumes that the Rights will have a fair market value for U.S. federal income tax purposes on the date of distribution.

A U.S. HOLDER OF COMMON SHARES, RIGHTS OR DEBENTURES IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE APPLICATION OF U.S. FEDERAL TAX LAWS TO ITS PARTICULAR SITUATION AND ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION.

Taxation of Rights

Receipt of Rights

A U.S. Holder that receives a Right in respect of a Common Share should generally be treated as receiving a distribution equal to the fair market value of such Right on the date of its distribution from the Company. Such distribution will be treated as a dividend to the extent it is made from the Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax

principles). If such fair market value exceeds the Company’s current and accumulated earnings and profits, such excess generally should be treated first as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in such Common Share, and then as capital gain. We anticipate that the Company’s current and accumulated earnings and profits will exceed the aggregate fair market value of the Rights on the date of their distribution.

Subject to applicable exceptions with respect to short-term and hedged positions, certain dividends received by a non-corporate U.S. Holder from a “qualified foreign corporation” may be eligible for reduced rates of taxation. A qualified corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States that the U.S. Treasury Department determines to be satisfactory for these purposes and that includes an exchange of information provision. The U.S. Treasury has determined that the Canada-U.S. Income Tax Convention (1980) meets these requirements, and we believe that the Company is eligible for the benefits of the Canada-U.S. Income Tax Convention. Dividends received by U.S. investors from a foreign corporation that was a passive foreign investment company (a “PFIC”) in either the taxable year of the distribution or the preceding taxable year will not constitute qualified dividends. We believe that the Company was not a PFIC in the preceding taxable year, and we do not expect the Company to become a PFIC in the current taxable year. However, the determination of PFIC status for any year is very fact specific, and there can be no assurance in this regard.

A U.S. Holder will be required to fund any tax required to be paid as a result of the distribution of a Right from other sources.

A U.S. Holder’s adjusted tax basis in a Right should generally equal its fair market value on the date of its distribution. A U.S. Holder’s holding period for a Right should begin on the day that such Right is received by such U.S. Holder.

Exercise of Rights

A U.S. Holder generally should not recognize any gain or loss upon the exercise of a Right and related receipt of Debentures. A U.S. Holder’s initial tax basis in a Debenture received upon the exercise of Rights should be equal to the sum of (a) such U.S. Holder’s adjusted tax basis in such Rights, plus (b) the Subscription Price paid by such U.S. Holder on the exercise of such Rights. A U.S. Holder’s holding period for a Debenture received on the exercise of Rights will begin with and include the day that such Rights are exercised by such U.S. Holder.

Disposition of Rights

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of a Right in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s adjusted tax basis in the Right sold or otherwise disposed of. Any such gain or loss generally will be short-term capital gain or loss. The deductibility of capital losses is subject to various limitations.

If the consideration received on the sale of a Right is not in U.S. dollars, the amount realized generally will be the U.S. dollar value of the payment received determined on (1) the date of receipt of payment in the case of a cash basis U.S. Holder and (2) the date of disposition in the case of an accrual basis U.S. Holder. If the Right sold or exchanged is treated as traded on an “established securities market,” a cash basis taxpayer, or, if it elects, an accrual basis taxpayer, will determine the U.S. dollar value of the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale. Such an election by an accrual basis U.S. Holder must be applied consistently from year to year and cannot be revoked without the consent of the IRS. It is unclear if this exception will apply to any sale of the Rights, in part because it is uncertain whether an active trading market on an established securities market will develop for the Rights.

Additionally, if a U.S. Holder receives any foreign currency on the sale of a Right, such U.S. Holder may recognize ordinary income or loss as a result of currency fluctuations between the date of the sale of the Right and the date the sale proceeds are converted into U.S. dollars.

Expiration of Rights

If a Right expires without being exercised by a U.S. Holder, the U.S. Holder should generally recognize a short-term capital loss in an amount equal to such U.S. Holder’s adjusted tax basis in such right. Capital losses are generally available to offset only capital gain (except, to the extent of up to $3,000 of capital loss per year, in the case of a non-corporate U.S. Holder) and therefore generally cannot be used to offset any dividend income arising from the receipt of a Right or other income.

Cancellation of the Offering

There is no authority that specifically addresses the tax treatment of a U.S. Holder that receives, sells or exercises a Right if the Company subsequently cancels the Offering. Certain authorities suggest that a U.S. Holder that receives a Right and does not sell or otherwise dispose of such Right may not be taxed on the receipt or cancellation of such right if the receipt and cancellation occur in the same taxable year. However, the scope of those authorities is unclear and the Company and applicable withholding agents are likely to take the position, for information reporting and backup withholding purposes, that the treatment described above under “Receipt of Rights” and below under “Information Reporting and Backup Withholding” continue to apply to such a U.S. Holder.

If a U.S. Holder has dividend income upon the receipt of a Right, even though the Company subsequently cancels the Offering, the U.S. Holder should generally have a short-term capital loss upon the cancellation of the Right in an amount equal to such U.S. Holder’s adjusted tax basis in such Right.

Taxation of Debentures received upon Exercise of Rights

Payments of Qualified Stated Interest

Payments of qualified stated interest on a Debenture (including any amount withheld in respect of non-U.S. taxes) will be taxable to a U.S. Holder as foreign-source ordinary income at the time it is received or accrued, depending on the holder’s method of accounting for tax purposes. If a U.S. Holder acquires a Debenture after the First Issue Date, any interest which has accrued prior to such acquisition of such Debenture will not be taxable as interest if subsequently paid. Instead, any payment of such interest will be treated as a return of capital which will reduce the U.S. Holder’s tax basis.

Special rules for the determination of qualified stated interest apply to a “variable rate debt instrument” (a “VRDI”). The definition of a VRDI includes a debt instrument that, among other things, does not provide for any stated interest other than stated interest (compounded or paid at least annually) at a current value of a single objective rate. A current value is the value of the rate on any day that is no earlier than 3 months prior to the first day on which that value is in effect and no later than 1 year following that first day. An objective rate is in general a rate that is determined using a single fixed formula and that is based on objective financial or economic information. If interest on a debt instrument is stated at a fixed rate for an initial period of 1 year or less followed by a variable rate that is an objective rate for a subsequent period, and the value of the variable rate on the issue date is intended to approximate the fixed rate, the fixed rate and the variable rate together constitute a single objective rate.

Although the conclusion is not free from doubt, the interest rate on a Debenture should be an objective rate and a Debenture should be treated as a VRDI under the rules described above. If a Debenture is treated as a VRDI, all payments of interest on a Debenture will be payments of qualified stated interest. If a Debenture did not qualify as a VRDI, then the Debenture would be treated as a contingent payment debt obligation, which would affect the timing of accruals of interest income by a U.S. Holder.

If an interest payment is denominated in, or determined by reference to, a foreign currency, the amount of income recognized by a cash basis U.S. Holder will be the U.S. dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars.

An accrual basis U.S. Holder may determine the amount of income recognized with respect to an interest payment denominated in, or determined by reference to, a foreign currency in accordance with either of two methods. Under the first method, the amount of income accrued will be based on the average exchange rate in effect during the interest accrual period (or, with respect to an accrual period that spans two taxable years of a U.S. Holder, the part of the period within each taxable year). The average exchange rate for an interest accrual period is generally the simple average of the exchange rates for each business day of the period.

Under the second method, the accrual method U.S. Holder may elect to determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period or, in the case of an accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year. Additionally, if a payment of interest is actually received within five business days of the last day of the accrual period, an electing accrual basis U.S. Holder may instead translate the accrued interest into U.S. dollars at the exchange rate in effect on the day of actual receipt. Any such election will apply to all debt instruments held by the U.S. Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and will be irrevocable without the consent of the IRS.

Upon receipt of the interest payment (including a payment attributable to accrued but unpaid interest upon the sale or retirement of a Debenture) denominated in, or determined by reference to, a foreign currency, the accrual basis U.S. Holder will recognize U.S. source ordinary income or loss measured by the difference between the exchange rate used to accrue interest income pursuant to one of the two above methods and the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars.

Original Issue Discount

A Debenture will be treated as issued with original issue discount (“OID”) if the stated redemption price at maturity of the Debenture exceeds its issue price by more than the de minimis amount of ¼ of 1 percent of the “stated redemption price at maturity” multiplied by the number of complete years from the issue date of the Debenture to its maturity. The “stated redemption price at maturity” of a Debenture is the total of all payments provided by the Debenture that are not payments of qualified stated interest. A Debenture’s “issue price” generally is:

(a)

in the case of a Debenture issued for money, the first price at which a substantial amount of Debentures included in the issue of which the Debenture is a part is sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers;

(b)

in the case of a Debenture that is not described in (a) and is part of an issue that is traded on an established market, the fair market value of the Debenture on the issue date;

(c)

in the case of a Debenture that is not described in (a) or (b) and is issued for property that is traded on an established market, the fair market value of the property on the issue date;

(d)

in the case of a Debenture that is not described in (a), (b) or (c), if section 1274 applies, the issue price determined under section 1274; and

(e)

in the case of a Debenture that is not described in (a), (b), (c), or (d), the stated redemption price at maturity.

It is not clear whether the Debentures will be treated as issued for money, in which case the first rule would apply, or for a combination of money and property (that is, the surrender of the Rights), in which case it is not clear how the issue price of the Debenture would be determined.

Under any of the definitions described above, the Company believes that the issue price of a Debenture will equal at least the Subscription Price for a Debenture, because a U.S. Holder that acquires a Debenture by the exercise of Rights will pay the Subscription Price in cash. Accordingly, subject to the discussion above regarding the classification of a Debenture as a VRDI, the Company expects that the OID on a Debenture will not exceed the de minimis amount described above and that the Debentures will not be treated as issued with OID.

If, however, the stated redemption price of a Debenture exceeds its issue price by more than a de minimis amount, a U.S. Holder will be required to treat such excess amount as OID, which is treated for U.S. federal income tax purposes as accruing over the term of the Debenture as interest income. Such U.S. Holder’s adjusted tax basis in a Debenture would be increased by the amount of any OID included in such U.S. Holder’s gross income. In compliance with Treasury Regulations, if the Company determines that the Debentures have OID, the Company will provide certain information to the IRS and/or U.S. Holders that is relevant to determining the amount of OID in each accrual period.

Debentures Purchased at a Premium

A U.S. Holder that acquires a Debenture with a tax basis immediately after such acquisition that exceeds the stated redemption price at maturity of the Debenture may elect to treat the excess as “amortizable bond premium”, in which case the amount required to be included in the U.S. Holder’s income each year with respect to interest on the Debenture will be reduced by the amount of amortizable bond premium allocable (based on the Debenture’s yield to maturity) to that year. In the case of a debt instrument that is denominated in, or determined by reference to, a foreign currency, bond premium will be computed in units of foreign currency, and amortizable bond premium will reduce interest income in units of the foreign currency. At the time amortized bond premium offsets interest income, exchange gain or loss (taxable as U.S. source ordinary income or loss) will be recognized as measured by the difference between exchange rates at that time and at the time of the acquisition of the Debentures. Any election to amortize bond premium shall apply to all bonds (other than bonds the interest on which is excludable from gross income for U.S. federal income tax purposes) held by the U.S. Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and is irrevocable without the consent of the IRS. A U.S. Holder that does not elect to take bond premium into account currently will recognize a capital loss when the Debenture matures.

Purchase, Sale and Retirement of Debentures

A U.S. Holder’s tax basis in a Debenture will generally be its U.S. dollar cost (as defined below), increased by the amount of any OID included in the U.S. Holder’s income with respect to the Debenture, and reduced by (i) the amount of any payments that are not qualified stated interest payments, and (ii) the amount of any amortizable bond premium applied to reduce interest on the Debenture. The U.S. dollar cost of a Debenture purchased with a foreign currency will generally be the U.S. dollar value of the purchase price on the date of purchase or, in the case of Debentures traded on an established securities market, as defined in the applicable U.S. Treasury Regulations, that are purchased by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), on the settlement date for the purchase.

A U.S. Holder will generally recognize gain or loss on the sale or retirement of a Debenture equal to the difference between the amount realized on the sale or retirement and the holder’s tax basis of the Debenture. The amount realized on a sale or retirement for an amount in foreign currency will be the U.S. dollar value of this amount on the date of sale or retirement or, in the case of Debentures traded on an established securities market, as defined in the applicable Treasury Regulations, sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), on the settlement date for the sale. Such an election by an accrual basis U.S. Holder must be applied consistently from year to year and cannot be revoked without the consent of the IRS. Except to the extent attributable to accrued but unpaid interest or changes in exchange rates, gain or loss recognized on the sale or retirement of a Debenture will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period in the Debentures exceeds one year. Long-term capital gains of an individual taxpayer generally are taxed at preferential rates. The deductibility of capital losses is subject to limitations.

Gain or loss recognized by a U.S. Holder on the sale or retirement of a Debenture that is attributable to changes in exchange rates will be treated as ordinary income or loss. However, exchange gain or loss is taken into account only to the extent of total gain or loss realized on the transaction. Gain or loss realized by a U.S. Holder on the sale or retirement of a Debenture generally will be U.S. source. Additionally, if a U.S. Holder receives any foreign currency on the sale of a Debenture, such U.S. Holder may recognize ordinary income or loss as a result of currency fluctuations between the date of the sale of the Debenture and the date the sale proceeds are converted into U.S. dollars.

Foreign Tax Credit Considerations

For purposes of the U.S. foreign tax credit limitations, interest received by a U.S. Holder with respect to Debentures will be foreign source income and generally will be “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.” In general, gain or loss realized upon sale or exchange of the Rights or Debentures by a U.S. Holder will be U.S. source income or loss, as the case may be.

Subject to certain limitations, any Canadian tax withheld may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. Alternatively, a U.S. Holder may, subject to applicable limitations, elect to deduct the otherwise creditable Canadian withholding taxes for U.S. federal income tax purposes. The rules governing the foreign tax credit are complex and their application depends on each taxpayer’s particular circumstances. Accordingly, U.S. Holders are urged to consult their own tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Additional Tax on Passive Income

U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% additional tax on unearned income, including, among other things, interest on the Debentures, and capital gains from the sale or other taxable disposition of, the Rights or Debentures, subject to certain limitations and exceptions. U.S. Holders are urged to consult their own tax advisors regarding the possible implications of the additional tax on investment income described above.

Reportable Transactions

A U.S. taxpayer that participates in a “reportable transaction” will be required to disclose its participation to the IRS. The scope and application of these rules is not entirely clear. A U.S. Holder may be required to treat a foreign currency exchange loss from the Debentures as a reportable transaction if the loss exceeds US$50,000 in a single taxable year, if the U.S. Holder is an individual or trust, or higher amounts for non-individual U.S. Holders. In the event the acquisition, holding or disposition of Debentures constitutes participation in a “reportable transaction” for purposes of these rules, a U.S. Holder will be required to disclose its investment by filing Form 8886 with the IRS, and the Issuer and its advisers may also be required to disclose the transaction to the IRS. In addition, the Company and its advisers may be required to maintain a list of U.S. Holders, and to furnish this list and certain other information to the IRS upon written request. U.S. Holders are urged to consult their tax advisers regarding the application of these rules to the acquisition, holding or disposition of Debentures.

U.S. Information Reporting and Backup Withholding

Under U.S. federal income tax law and regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. Penalties for failure to file certain of these information returns are substantial. U.S. return disclosure obligations (and related penalties for failure to disclose) have also been imposed on U.S. individuals that hold certain specified foreign financial assets in excess of US$50,000. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also may include the Rights and Debentures. U.S. Holders of Rights or Debentures should consult with their own tax advisors regarding the application of the information reporting rules to the Debentures.

Interest on Debentures and proceeds from the sale or other disposition of Rights or Debentures that are paid in the United States or by a U.S.-related financial intermediary will be subject to U.S. information reporting rules, unless a U.S. Holder is a corporation or other exempt recipient. In addition, payments that are subject to information reporting may be subject to backup withholding if a U.S. Holder fails to provide its taxpayer identification number, fails to certify that such number is correct, fails to certify that such U.S. Holder is not subject to backup withholding, or otherwise fails to comply with the applicable requirements of the backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules are available to be credited against a U.S. Holder’s U.S. federal income tax liability and may be refunded to the extent they exceed such liability, provided the required information is provided to the IRS in a timely manner.

RISK FACTORS

Before purchasing the Debentures subscribers should carefully consider the following risk factors as well as those set out in the AIF incorporated by reference into this prospectus in addition to the other information contained in this prospectus and incorporated by reference in this prospectus. See “ Documents Incorporated by Reference ”. Additional risks and uncertainties not presently known or that the Company currently considers immaterial also may impair the Company’s business and operations and cause the price of the Debentures to decline. If any of the events contemplated in the risk factors described below or in the documents incorporated by reference actually occur, the Company’s business may be harmed and the financial condition and results of operation may suffer significantly. In that event, the trading price of the Debentures could decline, and purchasers of the Debentures may lose all or part of their investment.

In addition to the other information set forth elsewhere in this prospectus and in the documents incorporated by reference, prospective investors should carefully review the following risk factors:

Market for Securities. There is currently no market through which the Rights or the Debentures may be sold and there is no guarantee that an active trading market will develop. Accordingly, purchasers may not be able to sell the Rights or Debentures distributed under this prospectus. This may affect the pricing of the Rights or Debentures in the secondary market, the transparency and the availability of trading prices and the liquidity of the Rights or Debentures. Although the TSX has approved the listing of the Rights and Debentures, there can be no assurance that an active trading market will develop for the Rights or Debentures after the Offering, or if developed, that such market will be sustained at or above the Offering Price.

Debentures will be issued in two tranches. The first tranche of Debentures will be issued on the First Issue Date and the second tranche of Debentures will be issued on the Second Issue Date, however, the Debentures will not be listed, or begin trading, on the TSX until the Second Issue Date. As such, holders who exercise their Rights on or prior to the Early Exercise Date will not be able to trade their Debentures over the facilities of the TSX until the Second Issue Date, which will affect the pricing of the Debentures in the secondary market, the transparency and the availability of trading prices and the liquidity of the Debentures. In addition, holders of Rights who exercise their Rights after the Early Exercise Date but prior to the Expiry Time will be required to pay an amount equal to C$0.9934 per C$100 principal amount of Debentures in addition to the subscription price of C$95.00 per C$100 principal amount of Debentures on account of interest accrued on the Debentures from, and including, the First Issue Date to, but excluding, the Second Issue Date.

Market Conditions. The market price of the Debentures will be based on a number of factors, including: (i) the prevailing interest rates being paid by companies similar to CSI, (ii) the overall condition of the financial and credit markets, (iii) interest rate volatility, (iv) fluctuations in the CPI Index, (v) the markets for similar securities, (vi) the financial condition, results of operation and prospects of CSI, (vii) changes in the industry in which CSI operates and competition affecting CSI, and (viii) general market and economic conditions. The price at which the Rights or Debentures will trade cannot be accurately predicted.

Additional Indebtedness. The Indenture does not limit the ability of the Company to incur additional debt or liabilities (including Senior Indebtedness). In order to finance acquisitions from time-to-time, the Company expects to draw down additional indebtedness under its Credit Facility. The additional indebtedness will increase the interest payable by the Company from time-to-time until such amounts are repaid, which will represent an increase in the Company’s cost and a potential reduction in the Company’s income. In addition, the Company may need to find additional sources of financing to repay this amount when it becomes due. There can be no guarantee that the Company will be able to obtain financing on terms acceptable to it or at all at such time.

Prior Ranking Indebtedness. The Debentures are unsecured and the payment of principal and interest thereon will be subordinate to all existing and future Senior Indebtedness of the Company. The Indenture does not limit the ability of the Company to incur additional debt or liabilities (including Senior Indebtedness). Principal and interest will be payable on the Debentures only if no event of default exists under the Senior Indebtedness immediately before or after such payment is due and any other terms of the Senior Indebtedness have been complied with. In addition, the Credit Facility currently prohibits the redemption or repurchase of the Debentures unless the aggregate of the amount that the Company is entitled to borrow under the Credit Facility plus available cash is equal to or greater than US$25,000,000. The Credit Facility expires on February 29, 2016, following which time the Company may enter into a new credit facility with one or more lenders. The terms of any new credit facility may contain additional restrictions on the Company’s ability to redeem or repurchase the Debentures, but the nature and extent of such restrictions is not currently known and cannot be predicted. Enforcement of the Debentures, including the issuance of a bankruptcy petition, will require the consent of the lenders under the Senior Indebtedness.

Interest Rate will be Reset. The interest rate in respect of the Debentures will reset on an annual basis beginning on March 31, 2015 and will be based on changes in the CPI Index over the prior calendar year. In each case, the new interest rate is unlikely to be the same as, and may be lower than, the interest rate for the applicable preceding period. As a result, the amount of interest payable on the Debentures may rise or fall from one year to the next and such variations may be material during periods of significant changes in the CPI Index. In circumstances where the change in the Cost of Living Adjustment is negative from one year to another, the interest rate applicable to the Debentures for the following period could be as low at 0%. The Initial Rate will only apply to the Debentures in respect of the first and second interest payments on December 31, 2014 and March 31, 2015, respectively. Effective March 31, 2015, the interest payable on the Debentures will be based on the applicable Floating Interest rate.

Consumer Prices May Change Unpredictably, Affecting the Level of the CPI Index and the Market Value of the Debentures. Market prices of the consumer items underlying the CPI Index may fluctuate based on numerous factors, including: changes in supply and demand relationships; weather; agriculture; trade; fiscal, monetary, and exchange control programs; domestic and foreign political and economic events and policies; disease; technological developments; and changes in interest rates. These factors may affect the level of the CPI Index and the market value of the Debentures in varying ways, and different factors may cause the level of the CPI Index to move in inconsistent directions at inconsistent rates.

Ability to Defer Interest Payments. Any failure by the Company to pay the interest on the Debentures in full on any interest payment date will not constitute an event of default under the Trust Indenture and holders of Debentures will have no right to accelerate payment of the principal amount outstanding under such Debentures. Although the Company will not be permitted to declare dividends of any kind on the Common Shares and will not be permitted to participate in any share buyback or redemption involving the Common Shares until the Company first pays any outstanding interest (or the unpaid portion thereof) to holders of Debentures, holders of Debentures will not have an immediate right to receive such outstanding interest. Instead, any unpaid interest will form part of the principal amount of such Debentures and will only become due and payable on the occurrence of any event giving rise to the obligation of the Company to pay or cause the payment of the redemption price, as the case may be, as part of such price and not prior thereto.

Redemption of Debentures. The Debentures are redeemable annually, upon no more than five years’ and 15 days’ and no less than five years’ notice, and upon a Change of Control. Redemption could occur when prevailing interest rates are lower than the rate born by the Debentures. If prevailing rates are lower at the time of redemption, a purchaser would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the Debentures being redeemed. The Company’s redemption right also may adversely impact a purchaser’s ability to sell Debentures as the optional redemption date or period approaches.

Exercise of Put Rights. A holder of Debentures will have the right to require the Company to repurchase some or all of its Debentures annually. However, in order to excise its put rights, a holder of Debentures must provide the Company with no more than five years’ and 30 days’ and no less than five years’ and 15 days’ notice and must deposit its Puttable Debentures with the Debenture Trustee during this 5 year period. During this time, the Puttable Debentures will no longer be transferable over the facilities of the TSX or otherwise. In addition, holders of Debentures who hold their Debentures through a CDS Participant will, prior to exercising their right to have the Company repurchase such holder’s Debentures, be required to withdraw their Debentures from CDS and obtain a certificate for such Debentures in registered form from the Subscription Agent.

Use of Proceeds of the Offering. As set out under “ Use of Proceeds ” in this prospectus, the Company intends to use the proceeds of the Offering to pay down a portion of the existing indebtedness under the Credit Facility. There may be circumstances that are not known at this time where a reallocation of the net proceeds of the Offering may be advisable for business reasons that the board of directors and management believe are in the Company’s best interests.

Prevailing Yields on Similar Securities. Prevailing yields on similar securities will affect the market value of the Debentures. Assuming all other factors remain unchanged, the market value of the Debentures will decline as prevailing yields for similar securities rise, and will increase as prevailing yields for similar securities decline.

Debentures are Subject to the Credit Risk of the Company. The obligation to make payments under the Debentures is an obligation of the Company. The likelihood that holders of Debentures will receive payments owing to them under the Debentures will depend on the financial health and creditworthiness of the Company. The Debentures have not been assigned a credit rating.

Senior Indebtedness Refinancing Risk. The Company’s Credit Facility expires on February 29, 2016. Although the Company may enter into a new credit facility with one or more lenders on or prior to the expiry of the Credit Facility, the terms of such credit facility cannot be predicted and may contain terms or conditions that are more onerous or restrictive than the Credit

Facility. The Company’s ability to replace the Credit Facility on favourable terms will be dependent on, among other factors, the operating performance of the Company, future debt market conditions, the level of future interest rate spreads, and prospective lenders’ assessment of the Company’s credit risk at such time. If the Company is unable to obtain a new credit facility on favourable terms, the Company’s ability to complete acquisitions may be negatively impacted, which may have an adverse effect on the Company’s financial performance.

There may be Changes in Legislation or Administrative Practices that adversely affect Holders of Debentures. There can be no assurance that income tax, securities and other laws or the administrative practices of any government agency will not be amended or changed in a manner which adversely affects Debentureholders.

Subscription Rights May Not be Revoked. Subject to the Company’s right to terminate the Offering at any time, upon delivery or mailing of the completed Rights Certificate to the Subscription Agent, the exercise of the Rights and the subscription for Debentures is irrevocable.

The Company May Terminate the Offering . The Company may, in its sole discretion, decide not to continue with the Offering or to terminate the Offering at any time. This decision could be based on many factors, including market conditions. The Company currently has no intention to terminate the Offering, but reserves the right to do so. If the Company elects to cancel or terminate the Offering, nether the Company nor the Subscription Agent will have any obligation with respect to the subscription rights except to return, without interest, any subscription payments the Subscription Agent received.

Inability of Company to Purchase Debentures . Upon the occurrence of a Change of Control of the Company, each Debentureholder may require the Company to purchase, on the date which is 30 days following the giving of notice of the Change of Control, the whole or any part of such holder’s Debentures at a price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the Change of Control Put Date. In addition, the Company may be required to redeem and/or repurchase Debentures from Debentureholders on a date which is approximately five years after the Company has exercised its right to redeem Debentures and/or Debentureholders have exercised their put rights. It is possible that upon a Change of Control, or upon a redemption or repurchase by the Company of some or all of the Debentures, the Company will not have sufficient funds to make the required redemption or repurchase of Debentures or that restrictions contained in other indebtedness will restrict those purchases. See “ Description of the Debentures – Put Right upon a Change of Control ”.

EARNINGS COVERAGE RATIOS

The following earnings coverage ratios and pro forma earnings coverage ratios are calculated on a consolidated basis for the 12 month periods ended December 31, 2013 and June 30, 2014, and are derived from the audited consolidated financial statements of the Company as at and for the year ended December 31, 2013 and the unaudited consolidated financial statements of the Company as at and for the 3 and 6 months ended June 30, 2014, respectively. The pro forma earnings coverage ratios have been prepared to give effect to the issuance of the Debentures as if such issuance had occurred at the beginning of the pro forma calculation periods.

The borrowing costs of the Company, after adjustment for new financial liabilities, for the twelve month period ended December 31, 2013 were approximately US$9.7 million and for the twelve month period ended June 30, 2014 were approximately US$10.0 million. The borrowing costs of the Company for the twelve month period ended December 31, 2013 and the twelve month period ended June 30, 2014, in each case after adjustment for new financial liabilities and after giving effect to the issuance of the Debentures, were approximately US$15.2 million and US$15.5 million respectively. The profit attributable to owners of the Company before borrowing costs and taxes for the twelve month period ended December 31, 2013 was approximately US$107 million and for the twelve month period ended June 30, 2014 was approximately US$117.8 million, in each case after giving effect to the expenses of the Offering. This represents earnings coverage ratios of 11.0 for the twelve month period ended December 31, 2013 and 11.8 for the twelve month period ended June 30, 2014, in each case on a historical basis, and 7.0 for the twelve month period ended December 31, 2013 and 7.6 for the twelve month period ended June 30, 2014, in each case after giving effect to the issuance of the Debentures.

The earnings coverage ratios noted above include a deduction for amortization of approximately US$161.8 million in the 12 month period ended December 31, 2013 and approximately US$190.5 million in the 12 month period ended June 30, 2014. If the earnings coverage ratios were adjusted to add back this non-cash deduction, the historical earnings coverage ratios would be 27.6 and 30.8 for the 12 month periods ended December 31, 2013 and June 30, 2014, respectively, and the earnings coverage ratios after giving effect to the issuance of the Debentures would be 17.7 and 19.9 for the 12- month periods ended December 31, 2013 and June 30, 2014, respectively.

EXPERTS

Certain legal matters relating to the issue and sale of Debentures offered hereby will be passed upon on behalf of the Company by McCarthy Tétrault LLP, as Canadian counsel to the Company, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, as United States counsel to the Company. As of the date of this prospectus, the partners and associates of McCarthy Tétrault LLP collectively own less than one percent of the Company’s issued and outstanding common shares.

BDO Audit & Assurance B.V. have prepared the audit report, dated February 24, 2014, in respect of the carve out financial statements of Total Specific Solutions (TSS) B.V., which comprise the carve out balance sheet as at December 31, 2013, the statements of comprehensive income, changes in equity and cash flows for the year then ended and notes, comprising a summary of the significant accounting policies and other explanatory information, included in the Company’s business acquisition report dated March 6, 2014 regarding the acquisition of Total Specific Solutions (TSS) (B.V.) incorporated by reference in this prospectus. As of the date of this prospectus, the partners and employees of BDO Audit & Assurance B.V. do not own any of the Company’s issued and outstanding common shares.

LEGAL PROCEEDINGS

We and our subsidiaries are engaged in legal actions from time to time, arising in the ordinary course of business. None of these actions, individually or in the aggregate, are expected to have a material adverse effect on our consolidated financial position or results of operations.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Company are KPMG LLP, Chartered Accountants, 4100 Yonge Street, Suite 200, Yonge Corporate Centre, North York, Ontario M2P 2H3.

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada at its principal transfer office in Toronto, Ontario.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the registration statement of which this prospectus forms a part: (i) the documents incorporated by reference herein; (ii) the consent of KPMG LLP; (iii) the consent of McCarthy Tétrault LLP; (iv) the consent of BDO Audit & Assurance B.V. (Netherlands); (v) powers of attorney of our directors and officers; and (vi) the form of indenture between the Company and Computershare Trust Company of Canada.

PURCHASERS’ STATUTORY RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

ADDITIONAL INFORMATION

Additional information relating to our Company may be found on the Internet at the SEDAR website (www.sedar.com).

CERTIFICATE OF THE COMPANY

Dated: August 7, 2014.

This short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces and territories of Canada.


By: (Signed) M ARK L EONARD		By: (Signed) J AMAL B AKSH
President (as Chief Executive Officer)		Chief Financial Officer

On behalf of the Board of Directors


By: (Signed) Mark Miller		By: (Signed) Jeff Bender
Director		Director

C-1

PART II

INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS

EXHIBITS


Exhibit Number		Description

2.1*		The Registrant’s annual information form for the year ended December 31, 2013, dated March 28, 2014.

2.2*		The Registrant’s consolidated financial statements for the years ended December 31, 2013 and December 31, 2012, together with the auditor’s report thereon.

2.3*		The Registrant’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2013.

2.4*		The Registrant’s condensed consolidated interim financial statements for the three months ended March 31, 2014.

2.5*		The Registrant’s management’s discussion and analysis of financial condition and results of operations for the three months ended March 31, 2014.

2.6*		The Registrant’s management information circular dated August 30, 2013.

2.7*		The Registrant’s management information circular dated March 27, 2014.

2.8*		The Registrant’s business acquisition report dated March 6, 2014, regarding the acquisition of Total Specific Solutions (TSS) (B.V.).

2.9		The Registrant’s condensed consolidated interim financial statements for the three and six months ended June 30, 2014.

2.10		The Registrant’s management’s discussion and analysis of financial condition and results of operations for the three and six months ended June 30, 2014.

3.1		Consent of KPMG LLP.

3.2*		Consent of McCarthy Tétrault LLP.

3.3		Consent of BDO Audit & Assurance B.V. (Netherlands)

4.1*		Powers of Attorney (included on the signature page of this Registration Statement).

5.1		Form of indenture between the Registrant and Computershare Trust Company of Canada

*	Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-7 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario, Canada on August 8, 2014.


		CONSTELLATION SOFTWARE INC.

By:		/s/ Jamal Baksh
		Name: Jamal Baksh
		Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed below by or on behalf of the following persons in the capacities indicated, on August 8, 2014.


Signature		Title

* Mark Leonard		President and Chairman of the Board (Principal Executive Officer)

/s/ Jamal Baksh Jamal Baksh		Chief Financial Officer (Principal Financial and Principal Accounting Officer)

* J. Brian Aune		Director

* Ian McKinnon		Director

Stephen Scotchmer		Director and Lead Independent Director

* Meredith (Sam) Hall Hayes		Director

* Mark Miller		Director and Chief Operating Officer

* Jeff Bender		Director

* Robert Kittel		Director



*By:		/s/ Jamal Baksh
		Jamal Baksh
		Attorney-in-fact

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned certifies that it is the duly authorized United States representative of the Registrant and has duly signed this Amendment No. 1 to the Registration Statement on August 8, 2014.


TRAPEZE SOFTWARE GROUP, INC.

By:		/s/ Jamal Baksh
Name:		Jamal Baksh
Title:		Vice President, Support

INDEX TO EXHIBITS


Exhibit Number		Description

2.1*		The Registrant’s annual information form for the year ended December 31, 2013, dated March 28, 2014.

2.2*		The Registrant’s consolidated financial statements for the years ended December 31, 2013 and December 31, 2012, together with the auditor’s report thereon.

2.3*		The Registrant’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2013.

2.4*		The Registrant’s condensed consolidated interim financial statements for the three months ended March 31, 2014.

2.5*		The Registrant’s management’s discussion and analysis of financial condition and results of operations for the three months ended March 31, 2014.

2.6*		The Registrant’s management information circular dated August 30, 2013.

2.7*		The Registrant’s management information circular dated March 27, 2014.

2.8*		The Registrant’s business acquisition report dated March 6, 2014, regarding the acquisition of Total Specific Solutions (TSS) (B.V.).

2.9		The Registrant’s condensed consolidated interim financial statements for the three and six months ended June 30, 2014.

2.10		The Registrant’s management’s discussion and analysis of financial condition and results of operations for the three and six months ended June 30, 2014.

3.1		Consent of KPMG LLP.

3.2*		Consent of McCarthy Tétrault LLP.

3.3		Consent of BDO Audit & Assurance B.V. (Netherlands)

4.1*		Powers of Attorney (included on the signature page of this Registration Statement).

5.1		Form of indenture between the Registrant and Computershare Trust Company of Canada