BCN2009/07 - Advance Notice of BCI 13-502 Electronic filing of reports of exempt distribution and Related Documents [BCN - Lapsed]

Concurrently Published:

• 13-502 - Electronic filing of reports of exempt distribution [BCI Advance Notice - Lapsed]
• 13-502CP - Electronic filing of reports of exempt distribution [CP Advance Notice - Lapsed]

We are providing advance notice of the adoption of British Columbia Instrument 13-502 Electronic filing of reports of exempt distribution (the rule) and Companion Policy 13-502CP (the policy).

The adoption of the rule is subject to ministerial consent. Provided ministerial consent is obtained, the rule will come into force on July 30, 2009. The policy will also come into effect on July 30, 2009.

Background
We published the rule and policy for comment on December 10, 2008. The comment period expired on February 9, 2009. We received three comments. A summary of the comments and our responses is attached as Schedule A.

After considering the comments and further reviewing the material, we made some minor technical changes to the rule and the policy. We removed the discretionary exemption provision because the authority to grant discretionary relief is in the Securities Act.

We are publishing the final version of the rule and the policy today.

Substance and Purpose of the Rule
Issuers who use certain exemptions from the prospectus requirement are required to report their use of the exemption by filing Form 45-106F1 Report of exempt distribution (report) and pay fees based on the amount of capital raised in British Columbia.

We receive approximately 7,000 reports each year. During the 2008 fiscal year, we received over 5,000 of these reports in paper format, and received approximately 85% of the fees by cheque. It takes us up to two weeks to process reports submitted in paper format and post the information in those reports to our website.

The rule will require issuers to file these reports and pay the related fees electronically using the Commission’s existing online electronic filing and payment systems available through BCSC e-services. The rule also requires report-related documents, such as offering memoranda, technical reports and consents of qualified persons, to be filed electronically, if they are required to be filed with the report.  

Summary of Policy
The policy provides guidance on when issuers are required to file reports in British Columbia and which reports must be filed electronically. It also provides guidance on how to register as an e-services user, create an issuer profile and apply to pay fees through an electronic funds transfer. 

Information Session
We are considering providing a free session reviewing how to use BCSC e-services for filing reports. If you are interested in attending an information session on how the filing system works, please send an email to corpfindivision@bcsc.bc.ca.  If we receive enough interest, we will hold a session closer to the implementation date.

Questions
You may refer questions about the rule and the policy to:

Leslie Rose
Senior Legal Counsel
Corporate Finance
British Columbia Securities Commission
(604) 899-6654
(800) 373-6393 (toll free across Canada)
lrose@bcsc.bc.ca

You may refer questions about BCSC e-services to:

Christine Zenith
Senior Filings Administrator
Corporate Finance
British Columbia Securities Commission
(604) 899-6551
(800) 373-6393 (toll free across Canada)
czenith@bcsc.bc.ca

June 5, 2009

Douglas M. Hyndman
Chair
 

Ref: BCN 2008/50
BC Instrument 13-502 Electronic filing of reports of exempt distribution 
CP 13-502CP
Form 45-106F1 Report of Exempt Distribution

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.