BOR 91/07 - The Multijurisdictional Disclosure System [Rescinded]

IN THE MATTER OF THE SECURITIES ACT S.B.C. 1985, c.83 AND

IN THE MATTER OF THE MULTIJURISDICTIONAL DISCLOSURE SYSTEM

Exemption Orders Under Sections 33, 59, 96 and 103 of the Act and Sections 143, 152.2 and 167.12 of the Regulation

WHEREAS the Commission has issued National Policy Statement No. 45 - Multijurisdictional Disclosure System (the "Policy");

AND WHEREAS the Policy is structured on the basis that exemptions will be provided, on the condition that the requirements of the Policy are met, from certain requirements of the Securities Act, S.B.C. 1985, c. 83 (the "Act") and the Securities Regulation, B.C. Reg. 270/86 (the "Regulation") relating to

(a) certain prospectus offerings (including rights offerings) of securities of a U.S. issuer, as defined in the Policy (a "U.S. Issuer"),

(b) bids for securities of certain U.S. Issuers made to Canadian security holders,

(c) continuous disclosure and shareholder communication requirements that otherwise must be met by U.S. Issuers that have a class of securities registered under section 12 of the Securities Exchange Act of 1934 of the United States (the "1934 Act"),

(d) financial reporting requirements that otherwise must be met by U.S. Issuers that are required to file reports pursuant to section 15(d) of the 1934 Act, and

(e) insider reporting requirements that otherwise must be met by insiders of U.S. Issuers that have a class of securities registered under section 12 of the 1934 Act;

AND WHEREAS the Securities and Exchange Commission of the United States (the "SEC") has applied to the Commission for an order under section 103(2) of the Act that Part 12 of the Act does not apply to U.S. Issuers in respect of the solicitation of proxies in compliance with the Policy;

AND WHEREAS the Commission and the Superintendent consider that providing the exemptions will facilitate certain cross-border securities transactions;

AND WHEREAS "MJDS" means the requirements of the Policy, as they have been waived or varied by the Commission or the Superintendent;

AND WHEREAS the Commission considers that there is adequate justification for doing so and that to do so would not be prejudicial to the public interest;

Effective July 1, 1991, THE COMMISSION ORDERS

Trade by issuer in right granted to holders of its securities

1. under section 33 of the Act that section 20 of the Act does not apply to a trade by a U.S. Issuer in

(a) a right granted by the issuer to holders of its securities to purchase additional securities of its own issue, or

(b) a security of its own issue that is transferred or issued through the exercise of a right of the holder to purchase, convert or exchange or otherwise acquire in accordance with the terms and conditions of a security distributed under subparagraph (a),

provided that the trade is made in compliance with the MJDS;

Trade in security issued in connection with an issuer bid

2. under sections 33 and 59 of the Act that sections 20 and 42 of the Act do not apply to a trade in a security of a U.S. Issuer that is exchanged by or for the account of the issuer with the security holders of the issuer under an issuer bid made in compliance with the MJDS;

Prospectus offerings

3. under section 59 of the Act that section 42 of the Act does not apply to a distribution of a security by a U.S. Issuer made in compliance with the MJDS provided that the distribution is made in compliance with section 42 of the Act, except for the requirements contained in

(a) section 42 of the Act, as to the form and content of a preliminary prospectus and a prospectus,

(b) sections 47 to 50 of the Act,

(c) section 51 of the Act, as to the date by which the distribution of securities pursuant to a prospectus must cease, with respect to a distribution of a security made in compliance with Rule 415 of the Securities Act of 1933 of the United States, and

(d) division 2 of Part 7 of the Regulation,

provided that a preliminary prospectus and prospectus complying with the MJDS

(e) are filed under section 42 of the Act in accordance with the requirements and procedures set out in the MJDS,

(f) are supplemented and amended in accordance with the requirements and procedures set out in the MJDS, and, with respect to the filing of amendments, in compliance with sections 47 and 48 of the Act, and

(g) contain the certificates of the issuer and the underwriter required under sections 49 and 50 of the Act, in the form set out in, and signed in compliance with, the MJDS;

Solicitations of expressions of interest

4. under section 59 of the Act that section 42 of the Act does not apply to the solicitation of expressions of interest with respect to a distribution of a security to be made in compliance with the MJDS, prior to the filing of a preliminary prospectus with respect to the security, provided that

(a) the issuer of the security has entered into an enforceable agreement with an underwriter that

(i) requires the underwriter to purchase the security,

(ii) requires the issuer to file, and obtain a receipt for, the preliminary prospectus from the securities regulatory authority of

(A) the jurisdiction selected as the principal jurisdiction within two business days, and

(B) all other jurisdictions in Canada in which the distribution is to be made within three business days

from the date that the issuer and the underwriter entered into the agreement, and

(iii) fixes the terms of issue of the security,

(b) as soon as a receipt for the preliminary prospectus has been obtained, a copy of the preliminary prospectus is forwarded to any person who has expressed an interest in acquiring the security,

(c) no contract of purchase and sale with respect to the security is entered into until the prospectus has been filed and a receipt obtained for it from the Superintendent, and

(d) the Superintendent has not advised the underwriter or the issuer in writing that it cannot rely on the exemption set out in this paragraph;

Offerors making a take over bid or issuer bid

5. under section 96(2)(c) of the Act that an offeror making a take over bid or issuer bid in compliance with the MJDS is exempt from the requirements contained in

(a) sections 83, 84, 86, 88 and 89 of the Act and sections 160(1) and (2), 161 and 163.5 of the Regulation,

(b) section 85 of the Act, except subsection (1) where security holders of the offeree issuer whose last address as shown on the books of the issuer is in Canada, as determined in accordance with the Policy, hold 20% or more of any class of securities that is subject to the bid,

(c) section 87 of the Act, except the requirement in paragraph (a) to deliver the bid to all holders in the Province of securities of the class of securities that is subject to the bid,

(d) section 90 of the Act, except

(i) the requirement in subsection (1) to deliver a take over bid circular or issuer bid circular,

(ii) the requirement in subsection (2) to deliver a notice of change to every person to whom the take over bid circular or issuer bid circular was required to be delivered and whose securities were not taken up at the date of the occurrence of the change,

(iii) the requirement in subsection (4) to deliver a notice of variation to every person or company to whom the take over bid circular or issuer bid circular was required to be delivered and whose securities were not taken up at the date of the variation,

(iv) the requirement in Form 32, prescribed under subsection (7), applicable where the offeror anticipates that a going private transaction will follow the take over bid,

(v) where the bid is a securities exchange take over bid and the eligibility requirements specified in section 4.4 of the Policy are not met, the requirement in Form 32, prescribed under subsection (7), applicable where the take over bid provides that the consideration for the securities of the offeree issuer is to be, in whole or in part, securities of the offeror or other issuer, and

(vi) where the bid is a securities exchange issuer bid and the eligibility requirements specified in section 4.4 of the Policy are not met, the requirement in Form 33, prescribed under subsection (7), applicable where an issuer bid provides that the consideration for the securities of the offeree issuer is to be, in whole or in part, securities of the issuer,

(e) section 92 of the Act, except the requirement in subsection (1) to file any notice of change or notice of variation,

(f) section 153 of the Regulation, except with respect to a take over bid circular in respect of an insider bid, or an issuer bid circular, where security holders of the offeree issuer whose last address as shown on the books of the issuer is in Canada, as determined in accordance with the Policy, hold 20% or more of any class of securities that is subject to the bid, and

(g) section 163.7 of the Regulation, except that a circular or notice must be filed within the time set out in the MJDS,

provided that any delivery or filing by the offeror of any take over bid circular, issuer bid circular, notice of change or notice of variation under the Act is made in compliance with the MJDS;

Directors and officers of offeree issuer

6. under section 96(2)(c) of the Act that the directors and an individual director or officer of an offeree issuer whose securities are the subject of a take over bid or issuer bid made in compliance with the MJDS are exempt from the requirements contained in

(a) section 91 of the Act, except

(i) the requirement in subsection (1) to deliver a directors' circular to every person to whom a take over bid must be delivered under section 87(a),

(ii) the requirement in subsection (6)(a) to deliver a notice of change to every person to whom the directors' circular was required to be delivered, and

(iii) the requirement in subsection (7) to deliver an individual director's or officer's circular or notice of change to every person to whom a take over bid must be delivered under section 87(a),

(b) section 92 of the Act, except the requirement in subsection (2) to file every directors' circular and every individual director's or officer's circular and any notice of change, and

(c) sections 160(3), 163.5 and 163.7 of the Regulation,

provided that

(d) the directors or the individual director or officer of the offeree issuer, as the case may be, comply with the MJDS, and

(e) any delivery or filing by the directors of the offeree issuer of any directors' circular, individual director's or officer's circular or notice of change under the Act, is made in compliance with the MJDS;

Proxy solicitation

7. under section 103(2)(b) of the Act that a person soliciting proxies from holders of voting securities of a U.S. Issuer that has a class of securities registered pursuant to section 12 of the 1934 Act is exempt from the requirements of Part 12 of the Act, except for the requirements contained in section 101(1) and (2) of the Act to send a form of proxy and information circular to each holder in the Province of the voting securities of the issuer whose proxy is solicited, provided that

(a) the form of proxy and information circular may be in a form complying with U.S. requirements, and

(b) the person complies with the MJDS;

Financial Statements

8. under section 143(1)(b)(iii) of the Regulation that a U.S. Issuer that has a class of securities registered pursuant to section 12 of the 1934 Act or that is required to file reports pursuant to section 15(d) of the 1934 Act is exempt from the requirements contained in

(a) sections 135, 136 and 142 of the Regulation, provided that the issuer files financial statements under sections 135(1) and 136(1) of the Regulation in accordance with the requirements and procedures set out in the MJDS, and

(b) sections 141(b), 145, and 182 of the Regulation,

provided that the issuer complies with the MJDS;

9. under section 143(1)(b)(iii) of the Regulation that a U.S. Issuer that has a class of securities registered pursuant to section 12 of the 1934 Act or that is required to file reports pursuant to section 15(d) of the 1934 Act is exempt from the requirement contained in section 141(a) of the Regulation, provided that

(a) the issuer

(i) is a reporting issuer in the Province solely as a result of distributions of securities made in compliance with the MJDS,

(ii) meets the eligibility requirements specified in sections 3.3(1) and (2) of the Policy, or

(iii) meets the eligibility requirements specified in sections 3.2(1) to (5) of the Policy and the issuer is a reporting issuer in the Province solely as a result of distributions of securities that have an Approved Rating, as defined in the Policy, and meet the eligibility requirements of section 3.2(6) of the Policy, and

(b) the issuer complies with the MJDS; and

Insider reports

10. under section 152.2 of the Regulation that an insider of a U.S. Issuer that has a class of securities registered pursuant to section 12 of the 1934 Act is exempt from section 70 of the Act, provided that the insider files with the SEC on a timely basis all reports required to be filed with the SEC pursuant to section 16(a) of the 1934 Act and the rules and regulations thereunder;

AND WHEREAS the Superintendent considers that to do so would not be prejudicial to the public interest;

Effective July 1, 1991, THE SUPERINTENDENT

Representation of listing on stock exchange

1. PERMITS, under section 35(1)(c) of the Act, a U.S. Issuer making a distribution of a security in compliance with the MJDS to make a representation that the security will be listed and posted for trading on a stock exchange or that application has been made or will be made to list and post the security for trading on a stock exchange;

Conflict of interest

2. ORDERS, under section 167.12 of the Regulation, that a distribution of a security issued by a registrant or issued by or held by a related party or connected party of a registrant is exempt from the requirements of section 167.4(2)(a) and (d) of the Regulation, provided that the distribution is made in compliance with the MJDS; and

3. ORDERS, under section 167.12 of the Regulation, that a distribution of a security issued by a registrant or issued by or held by a related party or connected party of a registrant is exempt from the requirements of section 167.4(2)(b) and (c) of the Regulation, provided that

(a) if the distribution is made in both Canada and the United States, the aggregate of the portions of the distribution in Canada and the United States underwritten by at least one independent underwriter, as defined in the Policy, and its affiliates, as defined in the Policy, is not less than the aggregate of the portions of the distribution in Canada and the United States underwritten by dealers in respect of which the issuer is a related party or connected party or, where a dealer is not a registrant, would be a connected party if the dealer were a registrant, or

(b) if the distribution is made in Canada only, the aggregate of the portions of the distribution underwritten by at least one independent underwriter, as defined in the Policy, and its affiliates, as defined in the Policy, is not less than the aggregate of the portions of the distribution underwritten by dealers in respect of which the issuer is a related party or connected party or, where a dealer is not a registrant, would be a connected party if the dealer were a registrant, and the distribution is made in compliance with the MJDS.

DATED at Vancouver, British Columbia, on June 25, 1991.

Douglas M. Hyndman                                                 Wade Nesmith
Chairman                                                                         Superintendent of Brokers