BCN 2001/53 - Adoption of National Instrument 45-101 Rights Offerings and Related Documents [BCN - Rescinded]

Introduction

We (the Commission) and other members of the Canadian Securities Administrators (CSA) have adopted National Instrument 45-101 Rights Offerings, which includes Form 45-101F Information Required in a Rights Offering Circular, and Companion Policy 45-101CP (the Rights Offering Documents), effective July 25, 2001. The text of the Rights Offering Documents (B.C. Reg. 165/2001) is attached to this notice.

Background

We published drafts of the Rights Offering Documents on November 21, 1997 (NIN#97/46) and August 10, 2000 (NIN#2000/36). On April 26, 2001, we gave advance notice that we expected to adopt the documents this month (BCN 2001/29).

Substance and purpose

The National Instrument sets out the rules a company must follow if it intends to sell securities to its shareholders through a rights offering.  It applies both when a company offers rights under a prospectus and when it relies on the prospectus exemption in the Securities Act to make its offering.  The Form prescribes a standard form of rights offering circular to be used by companies relying on the exemption.  The Companion Policy explains how CSA members will interpret the National Instrument.

Specifically, the Rights Offering Documents:

• prohibit reporting issuers from using the exemption if the offering would increase the number of outstanding securities of the class by more than 25%.
• tell companies what documents they must file if they wish to use the exemption.
• describe the information that a company using the exemption must disclose.
• require that companies filing a prospectus qualify both the rights being offered and the underlying securities.  This ensures that anyone who purchases the underlying securities in the secondary market can make a claim against the company for any misrepresentations in the prospectus.
• require that a rights offering include terms on stand-by commitments, pricing, additional subscription privileges and the use of a depository.
• exempt from the National Instrument a company that has a limited connection to Canada and to the provinces and territories where it makes its offering.

Other documents relating to rights offerings in BC

Also effective July 25, we are issuing BC Instrument 45-515 Resale of Rights which allows BC shareholders to resell the rights they acquire under the rights offering prospectus exemption.  BCI 45-515 replaces BOR#91/5 In the Matter of the Resale of Rights Acquired on a Rights Offering, which we have revoked.

In addition to revoking BOR#91/5, we have rescinded Local Policy Statement No. 3-05 Rights Offerings to Shareholders and Uniform Act Policy 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, effective July 25.  These are the documents that previously governed rights offerings in British Columbia.

Forms Policy

We have amended the Index of Forms attached to BC Policy 13-601 Required Forms to include Form 45-101F.  A copy of the amended Index, which is effective July 25, 2001, is attached to this notice and can also be found on the Commission’s website at www.bcsc.bc.ca.

Questions

Please direct questions to:

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

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

July 18, 2001

Douglas M. Hyndman
Chair Steve Wilson
 Executive Director

Ref: NIN#97/46
 NIN#2000/36
 BCN 2001/29
BCI 45-515
BOR#91/5
LPS 3-05
UPS 2-05
BCP 13-601

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.