BOR 93/03 - The Multijurisdictional Disclosure System [Rescinded]

IN THE MATTER OF THE COMPANY ACT R.S.B.C. 1979, C. 59 AND

IN THE MATTER OF THE MULTIJURISDICTIONAL DISCLOSURE SYSTEM

Exemption Order Under Section 97(2) of the Company Act

WHEREAS on July 1, 1991 the British Columbia Securities Commission (the "Commission") published National Policy Statement No. 45, entitled "Multijurisdictional Disclosure System" (the "Policy");

AND WHEREAS the Policy implements the multijurisdictional disclosure system, which permits substantial Canadian issuers to distribute securities in the United States using Canadian disclosure documents and substantial U.S. issuers to distribute securities in Canada using U.S. disclosure documents;

AND WHEREAS "MJDS" means the requirements of the Policy, as they have been waived or varied by the Commission or the Superintendent of Brokers (the "Superintendent");

AND WHEREAS the trust indenture provisions in sections 96 to 107 of the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act") apply to a trust indenture under which any corporation, including a U.S. issuer as defined in the Policy (a "U.S. issuer"), issues or guarantees debentures;

AND WHEREAS, on June 5, 1992, the Company Act was amended to authorize the Superintendent to exempt a trust indenture or class of trust indentures from one or more of the provisions of sections 96 to 107 of the Company Act;

AND WHEREAS, in order for the Securities and Exchange Commission of the United States to exempt B.C. issuers distributing debt securities in the United States pursuant to the multijurisdictional disclosure system from certain requirements of the Trust Indenture Act of the United States, the Superintendent must exempt trust indentures of U.S. issuers distributing debentures in British Columbia in compliance with the MJDS from sections 96 to 107 of the Company Act;

AND WHEREAS the Superintendent considers that providing this exemption will facilitate cross-border securities transactions under the multijurisdictional disclosure system;

AND WHEREAS the Superintendent considers that to do so would not be prejudicial to the public interest;

IT IS ORDERED, under section 97(2) of the Company Act, that a trust indenture under which a U.S. issuer issues or guarantees a debenture distributed under a prospectus, an issuer bid circular or a take over bid circular filed under the Securities Act, S.B.C. 1985, c.83 in compliance with the MJDS is exempted from sections 96 to 107 of the Company Act. 

DATED at Vancouver, British Columbia, on June 16, 1993.

Dean E. Holley
Superintendent of Brokers