LPS 3-19 - Vancouver Stock Exchange Listings [Rescinded]

1.0        Implementation

1.1        This Local Policy Statement has been revised solely to conform with the Securities Act S.B.C. 1985 c.83 and Regulations thereto.  Other than consequential amendments, there have been no changes of a substantive nature to this policy. It becomes effective with proclamation of the Securities Act on February 1, 1987.

2.0        Terms of Reference

2. I        This Local Policy, Statement is concerned chiefly with an issuer applying for a first listing on the Vancouver Stock Exchange. Where an applicant seeks a listing subsequent to the delisting of a security, reference should be made to this Local Policy Statement and to Local Policy Statement 3-35.

2.2        Enquiries concerning detailed requirements for Listing should be directed to the Vancouver Stock Exchange.

3.0        Background

3.1        Financial centres outside of British Columbia, as part of their investment community, trade securities of junior issuers "over the counter".  Trading in junior issues in the British Columbia jurisdiction has taken different forms in the past few years, as outlined in Section 3.2, but the  thrust has been to make a "Development Company" listing on the Vancouver Stock Exchange relatively easy, and thus forestall any recurrence of a significant "over the counter" market in British Columbia.  The Commission is satisfied that the best way to foster an efficient capital market which will protect the interests of the public is to ensure that all public issues of securities are traded in full view of the public with factual quotation services.

3. 2       "Over the counter" trading of equity securities of junior issuers was a prominent feature of the risk capital market in British Columbia prior to 1967.  In 1967, the Interim Section of the Vancouver Stock Exchange was inaugurated to encourage "over the counter" issues to achieve listed status and thus permit the phasing out of "over the counter" markets.  In 1972, the Broker-Dealers Association undertook responsibility for supervising the trading of mining and oil issues as well as the responsibility for quoting "over the counter" industrial issues, etc.       After the Broker-Dealers Association ceased to function in mid-1974, "over the counter" issues were encouraged to list on a newly activated Vancouver Stock Exchange.  The listing requirements of the Vancouver Curb Exchange were designed to facilitate the listing of equity securities of junior issuers.  In January, 1981, the listing system of the Vancouver Stock Exchange was reorganized into three sections: Resource, Industrial and Development. All the listings on the Vancouver Curb Exchange were then transferred to the Development Section of the Vancouver Stock Exchange, with no changes being made in listing requirements.  On April 29, 1985, the Vancouver Stock Exchange consolidated the three separate listing sections into one alphabetical listing of all issues. Issues formerly listed on the V.S.E. Development Section were designated "Development Company" issues, while issues formerly, listed on the Industrial Section or the Resource Section were designated "Company other than a Development Company" issues.  This consolidation did not alter the prevailing listing and filing requirements for the various issuers.

3.3        Formal written consent of the Commission is no longer required by an issuer seeking to apply for a listing on the Vancouver Stock Exchange, but the Commission retains the right, pursuant to Section 14 of the Act, to prohibit any issuer from listing a security on the Exchange.  All issuers seeking a listing on the Vancouver Stock Exchange must accordingly comply with the relevant conditions set out in Section 4.0 hereunder.

4.0        Conditions

An issuer filing material with the Superintendent in compliance with the provisions of this Section does not require an acknowledgement from the Superintendent in order to proceed with the listing.  The Superintendent will notify the issuer and the Vancouver Stock Exchange within seven working days of the receipt of the material where he considers remedial measures are required.

4.1        Receipt Issued for a Prospectus Contemplating a Distribution Under V.S.E. Rule B.5.00

Where the Superintendent has issued a receipt for a prospectus contemplating an offering under Rule B.5.00 (the "Initial Distribution Rule") of the Vancouver Stock Exchange, the issuer need make no additional filing with the Superintendent prior to proceeding with a listing.

4.2        Receipt Issued for a Prospectus not Contemplating the V.S.E. Initial Distribution System

4.2.1     Where within twelve months of the date on which a prospectus receipted by the Superintendent was certified by directors and promoters an issuer seeks a listing on the Vancouver Stock Exchange, a copy of such application for listing shall be filed with the Superintendent contemporaneously with the filing with the Vancouver Stock Exchange.

4.2.2     Where the period between the date on which a prospectus receipted by the Superintendent was certified by directors and promoters and the date of application for a V.S.E. listing exceeds twelve months, an issuer seeking a listing on the Vancouver Stock Exchange shall file the following with the Superintendent contemporaneously with the filing with the Vancouver Stock Exchange:

4.2.2.1  Copy of application for V.S.E. listing

4.2.2.2  An affirmation of the following:

4.2.2.2.1           that a Form 4 has been filed by each current or proposed director who has not already submitted such a form within a 3-year period preceding the date of application for listing

4.2.2.2.2           that Forms 36 and 37 have been filed up to date by each current or proposed director

4.2.2.2.3           that the issuer is in good standing with the Registrar of Companies in British Columbia or a similar authority in the relevant jurisdiction

4.2.2.2.4           that the issuer is up-to-date with any filings which may be required by legislation.

4.3        Receipt Issued for Prospectus by Another Jurisdiction

Where the applicant for a V.S.E. listing has not had a receipt issued by the Superintendent for a prospectus, the following shall be filed with the Superintendent contemporaneously with the filing with the Vancouver Stock Exchange:

4.3.1     Copy of application for V.S.E. listing

4.3.2     Copy of the most recent annual audited financial statements distributed to shareholders, and if a set of interim financial statements has subsequently been distributed, a copy of such interim financial statements as well.

4.3.3     An affirmation of the following:

4.3.3.1  that a Form 4 has been filed by each current or proposed director who has not already submitted such a form within a 3-year period preceding the date of application for listing

4.3.3.2  that Forms 36 and 37 have been filed up-to-date by each current or proposed director

4.3.3.3  that the issuer is in good standing with the Registrar of Companies in British Columbia or a similar authority in the relevant jurisdiction.

4.3.4     Copy of the most recent prospectus receipted in a securities jurisdiction other than British Columbia.

4.3.5     In the event the issuer has not made a distribution by way of prospectus in any securities jurisdiction, an explanation or description of the means by which a distribution complying with V.S.E. listing rules was achieved.

5.0        Prohibition of Listing

The Commission will, pursuant to Section 14 of the Act, retain the right to prohibit any issuer from listing a security, on the Vancouver Stock Exchange and will, without limiting the generality of the foregoing, prohibit a listing when any of the following conditions obtain:

5.1        The issuer is engaged in a distribution under a prospectus other than a distribution of outstanding brokers warrants or options.

5.2        The issuer is not in full compliance with the Company Act and the Act.

5.3        A company seeking a listing after being dead or dormant has failed to seek reinstatement in accordance with Local Policy 3-35.

5.4        The issuer does not appear to comply with the guidelines set out in the Listing Rules and Listing Policies of the Vancouver Stock Exchange.

5.5        The issuer has not made a distribution to the public by way of prospectus in any securities jurisdiction and fails to satisfy the Superintendent that:

5.5.1     the existing distribution of shares, and

5.5.2     the information on the business and affairs of the issuer available to the public will suffice to develop an efficient market for the issuer's shares.

5.6        The issuer, subsequent to the conclusion of a distribution to the public, has incurred or initiated any of the following changes in its affairs without prior discussion with the office of the Superintendent in accordance with Uniform Policy No. 2-12:

5.6.1     Actual or proposed changes in the control of the issuer;

5.6.2     Actual or proposed acquisition or disposition of material assets;

5.6.3     Proposed take-overs, mergers, consolidations, amalgamation or re-organizations; or

5.6.4     Proposed changes in capital structure including conversions, stock consolidations, stock splits or stock dividends.

DATED at Vancouver, B.C., this _________ day of __________19____

Jill Bodkin
Chairman
B.C. Securities Commission