BOR 91/04 - Trades Of Securities Of Private Issuers [Rescinded]
| Published Date: | 1991-06-07 |
|---|---|
| Effective Date: | 1991-07-01 |
| Rescinded Date: | 1996-02-07 |
IN THE MATTER OF THE SECURITIES ACT S.B.C. 1985, c. 83 AND
IN THE MATTER OF TRADES OF SECURITIES OF PRIVATE ISSUERS
Order under Sections 33 and 59
WHEREAS it is expedient to provide limited exemptions for trades by holders of securities of issuers that are not reporting issuers and have fewer than 50 holders of securities ("Designated Securities") that are voting securities, or are securities that are not debt securities and that carry a residual right to participate in the earnings of the issuer or, upon the liquidation or winding up of the issuer, in its assets, excluding employees and former employees;
AND WHEREAS the Commission considers that to do so would not be prejudicial to the public interest;
IT IS ORDERED, effective July 1, 1991
1. under sections 33 and 59 of the Securities Act, S.B.C. 1985, C.83 (the "Act") that sections 20 and 42 of the Act do not apply to a trade in a security of an issuer by a person other than the issuer provided that
(a) the security is not offered for sale to the public, and
(b) immediately upon the completion of the trade
(i) the issuer is not a reporting issuer or a mutual fund,
(ii) all of the issuer's Designated Securities are beneficially owned, directly or indirectly, by not more than 50 persons, counting any 2 or more joint registered owners as one beneficial owner, exclusive of persons
(A) that are employed by the issuer or an affiliate of it, or
(B) that beneficially owned, directly or indirectly, Designated Securities of the issuer while employed by it or by an affiliate of it and, at all times since ceasing to be so employed, have continued to beneficially own, directly or indirectly, at least one Designated Security of the issuer;
2. under section 59 of the Act that a trade in a security acquired under this order or BOR#89/11 is deemed to be a distribution unless the trade is made in compliance with the resale restrictions set out in sections 133 and 134 of the Securities Regulation, B.C. Reg. 270/86 that would have applied had the security been acquired under section 58(1)(a) of the Act where at the time the security was acquired it was described in section 32(j) of the Act.
DATED at Vancouver, British Columbia, on June 6, 1991.
Douglas M. Hyndman
Chairman
Ref: NIN#89/41
NIN#91/8
BOR#89/11