72-504 - Distribution of Eurobonds [BCI - Rescinded]

The British Columbia Securities Commission, having considered that to do so would not be prejudicial to the public interest, orders, effective June 29, 2001, that:

1. the attached BC Instrument 72-504 entitled “Distribution of Eurobonds" is made; and

2. BOR#97/11 is revoked.


June 27, 2001

Brent W. Aitken
Member

(This part for administrative purposes only and is not part of the Order)

Authority under which Order is made:
Act and sections:- Securities Act, sections 48 and 76
Other (specify):-

BC INSTRUMENT 72-504 (Previously BOR#97/11)

Distribution of Eurobonds

Order under Sections 48 and 76 of theSecurities Act

Application

1. This BC Instrument provides relief for Eurobond offerings.

Definitions

2. In this Instrument, "genuine market" means:

(a) the Eurobond market, as regulated by the International Securities Market Association, and

(b) any foreign securities exchange or non-exchange market that the Executive Director or the Commission has designated.

Exemption

3. Section 34 and section 61 of the Securities Act do not apply to the distribution of a non-convertible debt security provided that:

(a) the distribution is not made to a person in Canada,

(b) the debt has been accepted for listing on a genuine market outside Canada,

(c) the issuer files a report of the trade prepared and executed in accordance with section 139 of the Securities Rules on or before the 10th day after the distribution,

(d) the offering circular contains a legend stating that the securities are not qualified for sale in British Columbia and may not be offered or sold directly or indirectly in British Columbia,

(e) the underwriters contractually agree that they will observe this restriction regarding the prohibition of offering in British Columbia,

(f) the securities to be distributed are initially issued in temporary form exchangeable for definitive securities 40 days after completion of the distribution on certification by the holder that the definitive securities are not beneficially owned by British Columbia residents, and

(g) the Executive Director has not advised the issuer in writing that its securities are not eligible to use the exemption set out in this order.

4. A trade in a non-convertible debt security issued under section 3 of this Instrument is deemed to be a distribution unless,

(a) the holder complies with the resale requirements that would have applied if the security were acquired under section 74(2)(4) of the Securities Act, except for the requirement that a period of time has elapsed from the date of issue of the security, and

(b) a 40 day period has elapsed from the date of issue of the non-convertible debt security.

5. If a security acquired under a prospectus exemption is converted or exchanged into another security, the converted or exchanged security is considered the same security under this Instrument.