BCN 2001/29 - Advance Notice of National Instrument 45-101 Rights Offerings and Related Documents [BCN - Rescinded]

National Instrument 45-101 Rights Offerings, Form 45-101F Information Required in a Rights Offering Circular and Companion Policy 45-101CP are initiatives of the Canadian Securities Administrators (“CSA”).

If the required government approval is obtained, the Commission expects to make the national instrument and form as a rule, and to adopt the companion policy, on or before July 25, 2001. We expect them to come into force in all jurisdictions on that date.

If and when we receive the necessary approvals and formally adopt the rule and policy, we will republish them. The Ontario Securities Commission ("OSC") has adopted them, subject to ministerial approval of the rule, effective July 25, 2001, and is publishing them in the April 27 issue of the OSC Bulletin.  The full text is on the OSC website at www.osc.gov.ca.

Rescissions

When the new rule and policy come into force, Local Policy Statement No. 3-05 Rights Offerings to Shareholders and Uniform Act Policy Statement No. 2-05 Applications Under Sections 34(1)14 and 71(1)(h) of the Securities Act, R.S.O. 1980, c. 466 by a Company Wishing to Sell Additional Securities to its Security Holders  will be rescinded and BOR#91/5 In the Matter of the Resale of Rights Acquired on a Rights Offering will be revoked.

Background

The Commission, together with other CSA members, published for comment earlier versions of these documents on November 21, 1997 (see NIN#97/46) and on August 10, 2000 (see NIN#2000/36).  We received one submission on the August 2000 draft.  Details of the comments received and the CSA’s responses are in the OSC notice relating to the documents on the OSC website.

Some non-material changes to improve drafting and clarity have been made since the documents were republished for comment.

Substance and Purpose

The documents prescribe how an issuer may sell its securities to existing securityholders, either by way of a prospectus or in reliance on the rights offering prospectus exemptions found in Canadian securities legislation. 

In particular, they

• make the prospectus exemption unavailable to reporting issuers for offerings that would increase the total number of outstanding securities of the class in question by more than 25%;
• prescribe the documents to be filed for an exempt rights offering;
• require an issuer to provide a specified form of disclosure for an exempt rights offering;
• require an issuer using a prospectus to qualify the issuance of both the rights and the underlying securities, to ensure the issuer is liable to the purchasers of the underlying securities for the disclosure in the prospectus;
• mandate that a rights offering include terms respecting stand-by commitments, pricing, additional subscription privileges and use of a depository; and
• exempt from the rule offerings where the issuer has few securityholders in, and few securities held in, the Province and Canada.

Questions

Please refer questions to:

Wayne Redwick
Director, Corporate Finance
British Columbia Securities Commission
(604) 899-6699
or (800) 373-6393 (in B.C.)

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

April 26, 2001

Douglas M. Hyndman
Chair

Ref: LPS 3-05
 UPS 2-05
 BOR#91/5
 NIN#97/46
 NIN#2000/36
 

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.