BCN 2005/44 - Notice of Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings; Revocation and replacement of BCI 51-801 Implementing NI 51-102 Continuous Disclosure Obligations and NI 52-107 Acceptable Accounting Principles, Auditing Standards, and Reporting Currency; BCI 52-510 Transitional Variation of and Exemption from MI 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings; BCI 44-502 Variation of BCI 44-801 Implementing NI 44-101 Short Form Prospectus Distributions, BCI 44-802 Implementing NI 44-102 Shelf Prospectus and BCI 44-803 Implementing NI 44-103 Post-Receipt Pricing [BCN - Lapsed]
| Published Date: | 2005-08-26 |
|---|---|
| Rescinded Date: | 2012-05-31 |
| Related Document(s): |
Concurrently Published:
- 44-502 - Variation of BC Instrument 44-801 Implementing National Instrument 44-101 Short Form Prospectus Distributions, BC Instrument 44-802 Implementing National Instrument 44-102 Shelf Prospectus and BC Instrument 44-803 Implementing National Instrument 44-103 Post-Receipt Pricing [BCI - Rescinded]
- 51-801 - Implementing National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency [BCI - Rescinded]
- 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings [MI - Rescinded]
- 52-109CP - Certification of Disclosure in Issuers’ Annual and Interim Filings [CP - Rescinded]
- 52-109F1 - Certification of Annual Filings [F - Rescinded]
- 52-109F2 - Certification of Interim Filings [F - Rescinded]
- 52-109FT1 - Certification of Annual Filings during Transition Period [F - Rescinded]
- 52-109FT2 - Certification of Interim Filings during Transition Period [F - Rescinded]
- 52-510 - Transitional variation of and exemption from Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings [BCI - Rescinded]
The members of the Canadian Securities Administrators, except for the Ontario Securities Commission, will implement on September 19, 2005 Multilateral Instrument 11-101 Principal Regulator System (MI 11-101) and related policy and rule changes (see BC Notice 2005/43). To participate in the principal regulator system, the Commission will also adopt a number of other instruments on the same date.
The Commission announces that, effective September 19, 2005, it is
- adopting Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, Companion Policy 52-109CP Certification of Disclosure in Issuers’ Annual and Interim Filings, Form 52-109F1 Certification of Annual Filings, Form 52-109F2 Certification of Interim Filings, Form 52-109FT1 Certification of Annual Filings during Transition Period, and Form 52-109FT2 Certification of Interim Filings during Transition Period (together, MI 52-109),
- adopting BC Instrument 52-510 Transitional Variation of and Exemption from Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (BCI 52-510),
- revoking and replacing BC Instrument 51-801 Implementing National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (BCI 51-801), and
- adopting BC Instrument 44-502 Variation of BC Instrument 44-801 Implementing National Instrument 44-101 Short Form Prospectus Distributions, BC Instrument 44-802 Implementing National Instrument 44-102 Shelf Prospectus and BC Instrument 44-803 Implementing National Instrument 44-103 Post-Receipt Pricing (BCI 44-502).
Substance and purpose of the instruments
The Commission is adopting MI 52-109. It requires an issuer to file annual and interim certificates about continuous disclosure made by the issuer.
The Commission is also adopting BCI 52-510. It provides appropriate transitional provisions for reporting issuers in British Columbia under MI 52-109. Issuers that are reporting issuers in British Columbia and in other jurisdictions will have to comply with MI 52-109 effective September 19, 2005 because they are already subject to the rule in the other jurisdictions. Issuers that are reporting issuers only in British Columbia will have to comply with MI 52-109 for annual or interim filings made on or after December 31, 2005. BCI 52-510 also provides an exemption from MI 52-109 for issuers that have received some types of discretionary relief from MI 52-109 in other jurisdictions so the issuers are in the same position in British Columbia without having to apply for the relief.
New BCI 51-801 partially removes the British Columbia exemptions from parts 8 (business acquisition report) and 10 (restricted share disclosure) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), requiring issuers that rely on specified exemptions under MI 11-101 to comply with the requirements in those parts of NI 51-102.
Finally, the Commission is adopting BCI 44-502. It varies the implementing rules for National Instrument 44-101 Short Forum Prospectus Distributions (BC Instrument 44-801), National Instrument 44-102 Shelf Prospectus (BC Instrument 44-802) and National Instrument 44-103 Post-Receipt Pricing (BC Instrument 44-803) by ensuring the exemption from section 69 of the Securities Act only applies to the form of underwriter’s certificate.
Background
We published for comment MI 52-109 and BCI 51-801 on May 27, 2005 under BC Notice 2005/29 at the same time as we published the CSA Notice on the principal regulator system (see BC Notice 2005/28). We did not get any comments on MI 52-109 or BCI 51-801.
We did not publish BCI 52-510 and BCI 44-502 for comment, but are adopting them as consequential amendments to the principal regulator system.
We are adopting BCI 52-510 to provide an appropriate transition for issuers that will now be subject to MI 52-109 in British Columbia. BCI 52-510 also gives issuers in British Columbia the same type of relief they would have had, if we had adopted MI 52-109 at the same time as the other members of CSA, without having to apply in British Columbia.
We are adopting BCI 44-502 to narrow the scope of the exemption from section 69 of the Securities Act in BC Instruments 44-801, 44-802 and 44-803 and preserve the rights of action of securityholders against underwriters for misrepresentation in a prospectus. BCI 44-502 puts securityholders purchasing securities under a short form prospectus, shelf prospectus or a post-receipt pricing prospectus in the same position whether the issuer does its distribution under the principal regulator system or not.
Questions
You may refer questions to:
Leigh-Anne Mercier
Senior Legal Counsel
British Columbia Securities Commission
(604) 899-6643
(800) 373-6393 (in B.C. and Alberta)
lmercier@bcsc.bc.ca
August 26, 2005
Douglas M. Hyndman
Chair
Ref: BC Notice 2003/25
BC Notice 2004/45
BC Notice 2005/28
BC Notice 2005/29
Multilateral Instrument 11-101 Principal Regulator System
Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings
Companion Policy 52-109CP Certification of Disclosure in Issuers’ Annual and Interim Filings
Form 52-109F1 Certification of Annual Filings
Form 52-109F2 Certification of Interim Filings
Form 52-109FT1 Certification of Annual Filings during Transition Period
Form 52-109FT2 Certification of Interim Filings during Transition Period
BC Instrument 52-510 Transitional Variation of and Exemption from Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings
BC Instrument 51-801 Implementing National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency
BC Instrument 44-502 Variation of BC Instrument 44-801 Implementing National Instrument 44-101 Short Form Prospectus Distributions, BC Instrument 44-802 Implementing National Instrument 44-102 Shelf Prospectus and BC Instrument 44-803 Implementing National Instrument 44-103 Post-Receipt Pricing
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 section Securities Law & Policy: Policies & Instruments.