BOR 96/12 - Additional Transitional Relief for Certain Offerings by Way of Statement of Material Facts [Rescinded]

IN THE MATTER OF THE SECURITIES ACT S.B.C. 1985, c. 83

AND

IN THE MATTER OF ADDITIONAL TRANSITIONAL RELIEF FOR CERTAIN OFFERINGS BY WAY OF STATEMENT OF MATERIAL FACTS

Order Under Section 59 of the Act

WHEREAS the Lieutenant Governor in Council, by B.C. Reg. 479/95, ordered, among other things, effective January 1, 1996, that certain amendments to the Securities Act, S.B.C. 1985, c. 83, are brought into force;

AND WHEREAS effective January 1, 1996, the Act no longer included the exemption in former section 58(1)(c) of the Act, which was available for a distribution of securities qualified by a statement of material facts ("SMF");

AND WHEREAS on December 15, 1995, the British Columbia Securities Commission issued BOR#95/8 to provide, among other things, transitional relief for the distribution of securities qualified by an SMF, provided that the distribution was made in accordance with the requirements of paragraph 19 of BOR#95/8;

AND WHEREAS, under its terms, BOR#95/8 limited the offering period to the earlier of August 1, 1996, and 180 days after the SMF was accepted by the Executive Director even though an SMF could qualify a distribution that was not an offering by an issuer for a period of longer than 180 days, in accordance with paragraph 14.3.16 of Vancouver Stock Exchange Policy 14;

AND WHEREAS the Commission has determined that it would be appropriate for such offerings to continue until the earlier of the termination date for the distribution of the securities provided for in the SMF and 12 months from the date the SMF was accepted by the Executive Director;

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

EFFECTIVE June 11, 1996, IT IS ORDERED under section 59 of the Act that section 42 of the Act does not apply to a distribution of a security that is:

(a) listed and posted for trading on the Vancouver Stock Exchange; and

(b) made on or through the facilities of the Exchange in accordance with the rules of the Exchange or the requirements of the Commission;

provided that

(c) the distribution is not an offering by an issuer;

(d) the requirements applicable to a distribution of securities under the former 58(1)(c) of the Act are complied with as if section 58(1)(c) of the Act had not been repealed;

(e) an SMF in Form 24 was filed before February 1, 1996, in accordance with Local Policy Statement 3-26;

(f) the SMF was accepted by the Exchange and the Executive Director before May 1, 1996; and

(g) the securities are distributed or, in the case of exchanged securities, the primary securities are distributed, on or before the earlier of the termination date for the distribution of securities provided for in the SMF and 12 months from the date the SMF was accepted by the Executive Director.

DATED at Vancouver, British Columbia, on June 14, 1996.

Douglas M. Hyndman
Chair