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News Release

B.C. businesses gain greater access to capital with new securities rules

  • Date:

    2002-04-04
  • Number:

    2002/26

Vancouver -- The B.C. Securities Commission has adopted new rules for raising capital by private placement that make it easier for businesses to raise money from investors in B.C. without compromising investor protection.

"This new rule will be especially helpful to start-up companies and junior public companies," said BCSC Chair Doug Hyndman. "It also gives investors more opportunity to make speculative investments in amounts that fit their personal comfort levels."

The new capital raising rule was developed in a joint project of the BCSC and the Alberta Securities Commission. They launched the project in late 2000, in response to industry comments that the cost of raising money is too high, especially for small and medium-sized businesses in both provinces. Following a series of focus group discussions, the two commissions formally proposed the new rules in September 2001.

The rules provide new and expanded exemptions from the prospectus disclosure requirements that typically apply to issuers raising money from the public.

The four exemptions are:
· Offering Memorandum Exemption - allows issuers to raise any amount of money from anyone provided that the investor acknowledges the risks of investing and receives an offering memorandum - a short, simple disclosure document. Investor protection provisions have been added giving purchasers almost identical rights to those they get under a prospectus. The rights include a two-day right to cancel the purchase and broader rights to cancel or sue for damages if there is a misrepresentation in the offering memorandum.

· Accredited Investor Exemption - allows issuers to raise any amount of money from financial institutions, pensions, investment dealers, established companies and wealthy individuals without a disclosure document.

· Family, Friends and Business Associates Exemption - allows issuers to raise any amount of money from family members, close friends and close business associates without a disclosure document.

· Private Issuer Exemption - increases the ability of private companies to raise money while remaining private.

In finalizing the rule, the BCSC made only minor and technical changes. The ASC added some additional restrictions to the offering memorandum exemption in its version of the rule, but the BCSC considered them to be unnecessary for the B.C. market.

The BCSC consulted with investment dealers, companies, venture capitalists, securities lawyers, accountants, self-regulatory bodies and government on these changes.

The new capital raising rule and accompanying documents are available on the BCSC website (www.bcsc.bc.ca).

The B.C. Securities Commission is the independent provincial government agency responsible for regulating trading in securities and exchange contracts within British Columbia.

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