NIN 89/05 - Introduction Of Revised Quarterly Report [NIN - Rescinded]
| Published Date: | 1989-01-27 |
|---|---|
| Effective Date: | 1989-01-27 |
The form of quarterly report required to be filed by all exchange issuers pursuant to section 145 of the Securities Regulation, B.C. Reg. 270/86 (the "Regulation") has been amended.
Attached to this Notice is a copy of the amended form of quarterly report (the "Report") that must be filed by exchange issuers in respect of any quarterly period ending on or after January 1, 1989.
A draft form of the Report was published for comment under NIN#88/41 dated November 10, 1988. A number of amendments were made to the draft Report in response to the comments received.
Copies of the Report and this Notice will be sent directly to all exchange issuers. Additional copies of the Report may be obtained at no charge from the Information and Records branch of the British Columbia Securities Commission (the "Commission").
The requirements relating to the filing and distribution of financial statements and Reports by exchange issuers can be summarized as follows:
1. Effective date - all exchange issuers must file a Report with the Commission and the Vancouver Stock Exchange in respect of every quarterly period ending on or after January 1, 1989. The temporary filing exemption given under BOR#88/7 to certain exchange issuers expired on December 31, 1988.
2. Filing deadlines - a Report must be filed within 60 days of the end of an issuer's first, second and third fiscal quarters and within 140 days of the end of the issuer's fourth fiscal quarter.
3. Interim financial statements - the filing of a Report after the end of an issuer's first, second and third fiscal quarters will satisfy the requirement to file interim financial statements under section 135 of the Regulation.
4. Annual financial statements - the filing of a Report after the end of an issuer's fourth fiscal quarter will satisfy the requirement to file audited annual financial statements under section 136 of the Regulation.
5. Delivery to shareholders - section 141 of the Regulation requires a reporting issuer to send a copy of its financial statements filed under sections 135 and 136 of the Regulation to each of its registered shareholders having an address in the Province.
The Commission intends to exempt an exchange issuer from section 141 of the Regulation where the exchange issuer complies with National Policy No. 41 (the "Policy") and
(a) sends the Report for its first, second and third fiscal quarters to each registered and non-registered shareholder who request to be placed on the issuer's supplemental mailing list maintained in accordance with the Policy; and
(b) sends the Report for its fourth fiscal quarter to all registered shareholders and to those non-registered shareholders entitled to receive audited annual financial statements under the Policy.
A blanket order providing for the exemption will be published prior to March 1, 1989.
6. Company Act requirements - section 197 of the British Columbia Company Act requires an issuer incorporated or continued in British Columbia that is a reporting company to deliver a copy of its 6 month interim financial statements to its registered shareholders. The regulations under the Company Act will be amended to provide an exemption from section 197 for reporting companies that are reporting issuers under the Securities Act.
Until the amendment comes into effect, an exchange issuer that is incorporated or continued in British Columbia must continue to deliver its 6 month interim financial statements to all of its registered shareholders notwithstanding that some of the shareholders may not be on the issuer's supplemental mailing list maintained in accordance with the Policy. The issuer may satisfy this requirement by sending a copy of the Report relating to its second fiscal quarter to all of its registered shareholders.
7. Transitional provisions - comparative financial information is not required to be included in a Report relating to any fiscal quarter of an issuer ending in 1989.The amended form of the Report is designated as Form 61 and is hereby specified pursuant to section 158 of the Securities Act as being the required form of quarterly report to be filed by exchange issuers under section 145 of the Regulation.
The Report constitutes an important part of the continuous disclosure record of exchange issuers. The reporting standards embodied in the Report acknowledge the special responsibility that the directors and officers of exchange issuers have in accounting for funds raised from the public.
Reports will be reviewed on a regular basis and issuers who do not provide the required level of disclosure will be considered to be in default under the Securities Act.
DATED at Vancouver, British Columbia, this 27th day of January, 1989.
Neil de Gelder
Superintendent of Brokers