BOR 94/01 - Expedited reviews of short form prospectuses and renewal AIFS [Rescinded]

BOR#94/1

IN THE MATTER OF THE SECURITIES ACT

S.B.C. 1985, c. 83

AND

IN THE MATTER OF THE

PROMPT OFFERING QUALIFICATION SYSTEM

AND

IN THE MATTER OF THE

MEMORANDUM OF UNDERSTANDING

FOR EXPEDITED REVIEW OF

SHORT FORM PROSPECTUSES AND RENEWAL AIFS

Exemption Order Under Section 59 of the Act

WHEREAS the Commission issued National Policy Statement No. 47 on the Prompt Offering Qualification System (the "Policy") and blanket order BOR#93/1, which gave effect to the Policy, on February 17, 1993;

AND WHEREAS the "POP System" 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 eligible issuers under the POP System may use a preliminary short form prospectus and a short form prospectus in connection with the distribution of securities;

AND WHEREAS the Commission has entered into a Memorandum of Understanding for Expedited Review of Short Form Prospectuses and Renewal AIFs (the "MOU") with certain Canadian securities regulatory authorities (the "Participating Jurisdictions");

AND WHEREAS the MOU sets out, among other things, the procedure to be followed to expedite the review and receipt of preliminary short form prospectuses and short form prospectuses filed in more than one jurisdiction under the POP System ("Expedited Review");

AND WHEREAS the MOU provides that

1. the preliminary expedited review receipt document issued by the designated jurisdiction, as defined in the MOU,
   
   ("Designated Jurisdiction") of the issuer, as defined in the MOU, (the "Issuer") will confirm that each Participating Jurisdiction in which an Issuer has filed a preliminary short form prospectus under the MOU has issued a preliminary receipt; and
   
2. the expedited review receipt document issued by the Issuer's Designated Jurisdiction will confirm that each Participating Jurisdiction in which the Issuer has filed a preliminary short form prospectus under the MOU, other than a Participating Jurisdiction that has opted out of Expedited Review, has issued a final receipt;

AND WHEREAS the MOU further provides that certain Participating Jurisdictions will in fact be issuing a local preliminary receipt and a local final receipt and that, in those jurisdictions, a filing under Expedited Review will be treated as a request to hold the local preliminary receipt and local final receipt on behalf of the Issuer unless the Issuer requests physical possession of the preliminary receipt or final receipt from those jurisdictions;

AND WHEREAS section 42 of the Act provides that a person shall not distribute a security unless a preliminary prospectus and a prospectus respecting that security have been filed with the Superintendent and receipts have been obtained for them from the Superintendent;

AND WHEREAS in cases where British Columbia is not an Issuer's Designated Jurisdiction under the MOU and the Issuer's Designated Jurisdiction issues a preliminary expedited review receipt document for the Issuer's preliminary short form prospectus and an expedited review receipt document for the Issuer's short form prospectus in accordance with the MOU, the Superintendent will issue and hold in the Issuer's file a receipt for the Issuer's preliminary short form prospectus and a receipt for the Issuer's short form prospectus filed under the MOU;

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

IT IS ORDERED under section 59 of the Act that, effective November 23, 1994, a person making a distribution of securities using the procedure set out in the MOU, where that person is an Issuer whose Designated Jurisdiction is not British Columbia, is exempt from the requirement contained in section 42(1)(b) of the Act to obtain a receipt for a preliminary prospectus and a receipt for a prospectus from the Superintendent provided

(a) the Issuer obtains from the Issuer's Designated Jurisdiction an expedited preliminary review receipt document confirming the issuance of a receipt in British Columbia for the Issuer's preliminary short form prospectus; and

(b) the Issuer obtains from the Issuer's Designated Jurisdiction an expedited review receipt document confirming the issuance of a receipt in British Columbia for the Issuer's short form prospectus.

DATED at Vancouver, British Columbia, on November 23, 1994.

"Douglas M. Hyndman"
Chair