BCN 2001/38 - Expiry of Transitional Relief from Continuous Disclosure Obligations [BCN - Rescinded]

In Fall 2000, the Commission and the Alberta Securities Commission (ASC) issued the transitional orders listed in Appendix A.  These orders give those issuers that became listed on the Canadian Venture Exchange (CDNX) because of the Canadian exchange restructuring temporary relief from certain filing requirements and fees. 

This relief will expire on June 30, 2001.  After that time, affected issuers will have full reporting issuer obligations in Alberta and BC (and, unless they are listed and posted on any other stock exchange or quotation system in Canada, full exchange issuer obligations in BC) and they must comply with all applicable securities laws in both provinces.

Filings after June 30 - General

Any filing that an issuer makes after June 30, 2001 (other than the quarterly report filing discussed below) must comply with all requirements in both Alberta and BC.  If an issuer is eligible for transitional relief, it must meet the filing obligations under the applicable blanket order by June 30.  Otherwise it will have to comply with the generally applicable disclosure obligations under Alberta and BC securities laws and pay the appropriate fee, if any. 

For example, a former Canadian Dealing Network issuer with a period end date of June 30, 2001 or earlier that does not comply by June 30 with the provisions in BOR 51-503 (BC) and ASC Blanket Order #51-503 relating to interim financial statements must comply with sections 144 and 149 of the BC Securities Rules, section 120 of the Alberta Securities Act and sections 146 and 147 of the ASC Rules.  While there is no fee in either jurisdiction if a company makes these filings within the prescribed period, there is a $200 fee in BC for late filings.

Filings after June 30 - Quarterly Reports

An issuer with a period end date of June 30, 2001 or earlier will not have to file a BC quarterly report (BC Form 51-901F Quarterly and Year End Report, formerly Form 61) for that period.   For example, an issuer with a June 30 period end and December 31 year end will first have to file a BCF 51-901F for the period ending September 30, 2001. 

Unique or Unusual Requirements

There are certain continuous disclosure filing requirements that are unusual or unique to Alberta or BC.  The most significant of these requirements are:

In Alberta -

Insider Reports (section 147 of Alberta Act) 

An insider must file with the ASC an insider report within 10 days of any trade.  This is consistent with requirements under the securities laws of Ontario, Quebec and Saskatchewan.  Under BC securities law, an insider must file a report within 10 days of the end of the month in which a trade occurs.  We expect that insider reporting requirements across Canada will be harmonized once we implement proposed National Instrument 55-102 System for Electronic Disclosure by  Insiders (SEDI).

Information Circulars (section 163 of ASC Rules and Form 30)

Alberta requires a certificate at the end of an information circular regarding the accuracy of the disclosure in the circular.

In BC -

Personal Information Forms (section 90 of BC Act and NIN 2000/29) 

Persons who become directors or officers of an exchange issuer or of an issuer that is a reporting issuer in British Columbia but in no other Canadian jurisdiction must file a BC Form 51-902F Personal Information for Directors, Officers, Promoters & Control Persons (formerly Form 4B) within 30 days of assuming that position.

The BCSC will not require the filing of a BCF 51-902F by a person who, before June 30, 2001, became a director or officer of an issuer entitled to rely on one of the Appendix A orders.

Change in Financial Year End (section 146 of BC Rules) 

A reporting issuer that intends to change its financial year end must file a notice of this change and the reasons for it on or before the earlier of

• the new year end date and
• the 360th day after the issuer’s last year end.

National Policy 51 Changes in the ending date of a financial year and in reporting status contains similar requirements.

Quarterly Report (section 152 of BC Rules) 

An exchange issuer must file with both the Commission and CDNX a BC Form 51-901F on or before

• the 60th day after the issuer’s first, second and third quarters and
• the 140th day after the issuer’s fourth quarter.

Please note that, if the issuer’s year end was before January 1, 2001, its first, second and third quarter interim financial statements (Schedule A to BCF 51-901F only) may comply with the old Form 61 requirements (see NIN 2000/67 in BC).  However, all issuers must file using
BCF 51-901F and must disclose the information required in Schedules B and C to that form.

For guidance regarding Schedule C (Management Discussion & Analysis) to BCF 51-901F in particular, see the Continuous Disclosure Review Program - April 2000 Staff Report (BCN 51-701).

Additional Reminders for Manitoba Companies

We remind Manitoba companies that many of the continuous disclosure requirements in BC and Alberta differ significantly from those under Manitoba securities law. 

For example, BC and Alberta reporting issuers must file their annual financial statements within 140 days of their year end, rather than 170 days as the Manitoba Securities Act requires.  Interim quarterly financial statements must be filed within 60 days of the quarter end.

Also, unlike Manitoba, both BC (Form 41) and Alberta (Form 40) have separate forms that specify executive compensation disclosure requirements for a company’s information circular.  While BC requires much more detailed executive compensation disclosure than Alberta, Alberta reporting issuers have the option under ASC Blanket Order 93/11/17 of satisfying Form 40 requirements by complying with Ontario Securities Commission Form 40 (which is substantially similar to BC’s Form 41).

Fees

For full details regarding the fees you will have to pay in BC and Alberta after June 30, 2001, please see the BC Fee Checklist (available on the BCSC website at www.bcsc.bc.ca) and the Fee Schedule to the Alberta Securities Regulation (available on the ASC website at www.albertasecurities.com).

This Notice provides a summary only.  We encourage issuers to review and familiarize themselves with the relevant provisions of the two provinces’ securities acts, rules and regulations before the transition period expires.

Questions

Please refer questions to:

Andrew Richardson
Manager, Financial & Insider Reporting
British Columbia Securities Commission
(604) 899-6730
(800) 373-6393 (in B.C.)
arichardson@bcsc.bc.ca

Wendy Woloshyn
Legal Counsel, Policy and Legislation
British Columbia Securities Commission
(604) 899-6642
(800) 373-6393 (in B.C.)
wwoloshyn@bcsc.bc.ca

Denise Hendrickson
Legal Counsel
Alberta Securities Commission
(403) 297-2648
denise.hendrickson@seccom.ab.ca

May 24, 2001

Wayne Redwick
Director, Corporate Finance

Ref: BOR 51-503(BC)
 ASC Blanket Order #51-503
 BC Securities Rules, ss. 144, 146, 149 and 152
 Alberta Securities Act, ss. 120 and 147
ASC Rules, ss. 146, 147 and 163
BCF 51-901F (formerly Form 61)
NI 55-102
ASC Form 30
BC Securities Act, s. 90 
 NIN 2000/29 (BC)
 BCF 51-902F (formerly Form 4B)
 NP 51 
 NIN 2000/67 (BC)
 BCN 51-701
 BCSC Form 41
 ASC Form 40
 ASC Blanket Order 93/11/17
 OSC Form 40
 Fee Checklist (BC)
 Fee Schedule, Alberta Securities Regulation

This Notice may refer to other documents. These documents can be found at the B.C. Securities Commission public website at www.bcsc.bc.ca in the Commission Documents database or the Historical Documents database.

Appendix A

Transitional Orders

In Alberta -

Blanket Order 51-502 Transitional Order Relating to Former VSE Issuers Listed on CDNX that Became Reporting Issuers in Connection with the Recognition of CDNX and Revocation of Blanket Order #51-501 (AB)

Blanket Order 51-503 Transitional Order Relating Former CDN Quoted Issuers and Former TSE Issuers that Became Reporting Issuers Upon Having Securities Listed and Posted for Trading on CDNX

Blanket Order 51-504 Transitional Order Relating to Former WSE Issuers and Prospective WSE Issuers That Become Reporting Issuers Upon Having Securities Listed and Posted for Trading on CDNX

In BC -

Blanket Order 51-502 (BC) Transitional Orders Relating To Former Alberta Stock Exchange Issuers

Blanket Order 51-502A (BC) Transitional Orders Relating To Former Alberta Stock Exchange Issuers That Are “New Exchange Issuers”

Blanket Order 51-503 (BC) Transitional Orders Relating To Former CDN Quoted Issuers And Former TSE Issuers

Blanket Order 51-503A (BC) Transitional Orders Relating To Former CDN Quoted Issuers And Former TSE Issuers That Are “New Exchange Issuers”

BC Instrument 51-504 Transitional Exemptions Relating To WSE Issuers