BOR 98/09 - Underwriting Activities of International Associates [Rescinded]

IN THE MATTER OF THE SECURITIES ACT R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF UNDERWRITING ACTIVITIES OF INTERNATIONAL ASSOCIATES

Order Under Section 48

WHEREAS the Vancouver Stock Exchange (the "VSE") has initiated a program under which certain persons may become International Associates of the VSE;

AND WHEREAS in order to become an International Associate, an applicant must execute an agreement with the VSE that grants the VSE and the Commission jurisdiction over the International Associate in certain circumstances;

AND WHEREAS the VSE has represented to the Commission that it will, prior to designating an International Associate, conduct the same type of review of the applicant as it conducts for dealers that apply for membership in the VSE;

AND WHEREAS the VSE has represented to the Commission that each International Associate

(a) will be formed or incorporated under the laws of a jurisdiction outside Canada,

(b) will not be registered under the Securities Act, R.S.B.C. 1996, c.418, will not have clients in British Columbia and will not maintain a business office or have any representatives in British Columbia or elsewhere in Canada other than an office or representatives restricted to the activities required for the International Associate to execute an underwriter’s certificate as contemplated by this order, and

(c) will be a member in good standing of a foreign exchange or registered with a foreign securities commission or similar regulatory authority acceptable to the VSE;

AND WHEREAS the VSE has represented to the Commission that it will promptly notify the Commission, in writing, of any person it designates as an International Associate;

AND WHEREAS an International Associate may wish to act as an agent or underwriter for issuers that may be required to file a preliminary prospectus and a final prospectus with the Commission in order to qualify the distribution of securities but, in the absence of this order, would not be permitted to act as an underwriter and, consequently, would not be permitted to sign the certificate page of a preliminary prospectus or a final prospectus as underwriter, since it will not be registered as an underwriter under the Securities Act;

AND WHEREAS an International Associate will only be designated as an International Associate by the VSE if and so long as it is in good standing with the VSE;

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

IT IS ORDERED under section 48 of the Securities Act that a person that has been designated by the VSE as an International Associate is exempt from the underwriter registration requirement in section 34(1)(b) of the Act provided that, in respect of the distribution of securities under a preliminary or final prospectus, the International Associate does not solicit, accept subscriptions or engage in any other act or activity that would be a trade in British Columbia, except through a dealer registered under the Act or otherwise pursuant to exemptions from the registration requirements of the Act.

DATED at Vancouver, British Columbia, on August 31, 1998.