NIN 99/05 - Proposed Amendments to National Instrument 13-101 "System for Electronic Document Analysis and Retrieval" ("SEDAR") and the SEDAR Filer Manual [NIN - Rescinded]
| Published Date: | 1999-02-26 |
|---|---|
| Effective Date: | 1999-02-25 |
The proposed amendments to the SEDAR Instrument are initiatives of the CSA and are expected to be adopted as a rule in each of British Columbia, Alberta, Ontario and Nova Scotia, as a Commission regulation in Saskatchewan and as a policy in all other jurisdictions represented by the CSA.
Substance and Purpose of Proposed Amendments
The SEDAR Instrument came into force on January 1, 1997. Shortly after that time, the Commission adopted National Instrument 14-101 entitled "Definitions" (the "Definitions Instrument"), which sets out definitions of commonly used terms and various interpretative provisions. The Definitions Instrument contains various definitions and interpretative provisions that are duplicated, but no longer needed, in the SEDAR Instrument. Accordingly, the proposed amendments to the SEDAR Instrument eliminate those definitions that are contained in the Definitions Instrument.
The SEDAR Instrument currently mandates the filing of mining reports in electronic format through SEDAR when they are being filed by an electronic filer as a "supporting document". It also contains a separate requirement that large maps and photographs, which sometimes form part of mining reports, be omitted from an electronic filing and, rather, be filed in paper format. While the SEDAR Instrument will continue to require the filing of mining reports in electronic format, the proposed amendments to the SEDAR Instrument will permit appendices and other supplemental materials that are prepared as part of mining reports to be filed in paper format. The proposed amendments will, therefore, ensure more consistent treatment for both oil and gas and mining reports and will further support the efficiency and competitiveness of the Canadian securities markets and regulatory system.
The proposed amendments to the SEDAR Instrument also mandate the filing of certain additional documents through SEDAR and delete certain transitional provisions that are no longer needed.
The SEDAR Filer Manual currently permits electronic filings of documents prepared in Portable Document Format ("PDF"), as well as those that are created using specific versions of Corel WordPerfect and Microsoft Word. However, file formats created using newer versions of these word processors have proven to be inconsistent, with the result that electronic filings often cannot be viewed correctly. In order to ensure that documents filed and archived in electronic format through SEDAR are more accessible, both to securities regulatory authorities and members of the public, the proposed amendments to the SEDAR Filer Manual require all electronic filings to be made in PDF. Consistent with this change, correspondence transmitted by the Canadian securities regulatory authorities through SEDAR will also be in PDF. Documents prepared in a wide range of electronic formats, including Corel WordPerfect and Microsoft Word, may be readily converted into PDF by using the software product known as Adobe Acrobat. It is anticipated that this proposed amendment to the electronic filing requirements in the SEDAR Filer Manual will come into effect during the summer of 1999.
Summary of Proposed Amendments
The proposed amendments to the SEDAR Instrument do the following:
- delete the definitions (and related Appendices) and interpretative provisions that are contained in the Definitions Instrument;
- provide for incorporation by reference in all jurisdictions of the most recent version of the SEDAR Filer Manual (in order to avoid the need in other jurisdictions to amend the SEDAR Instrument each time a new version of the SEDAR Filer Manual is released);
- permit electronic filers to file in paper format appendices and other supplemental materials that are prepared as part of mining reports;
- delete the provision directing persons or companies to file certain documents in paper format with the various stock exchanges, as the stock exchanges are now accepting documents in electronic format;
- remove certain transitional provisions (and related definitions), including Appendix B, that are no longer needed now that the phase-in of electronic filers has been completed; and
- amend the list of documents in Appendix A that must be filed in electronic format.
Proposed amendments to Chapter 7 of the SEDAR Filer Manual, which is entitled "Preparation of Documents for Electronic Filing", will require all electronic filings to be transmitted in PDF and will delete all of the provisions relating to word processing formats. Consequential amendments will also be made to other chapters of the SEDAR Filer Manual.
Alternatives Considered
The CSA considered retaining the various acceptable electronic formats currently set out in the SEDAR Filer Manual. However, the CSA did not take this approach as they believe that adopting PDF as a single electronic file format will make documents filed electronically more accessible to filers, securities regulatory authorities and members of the public and will allow documents to be retrieved, viewed and printed as efficiently as possible.
Anticipated Costs and Benefits
The proposed amendments may lessen costs for electronic filers that choose to file appendices and other supplemental materials that are prepared as part of mining reports in paper format rather than electronically.
Although the proposed amendments may impose an additional cost on those electronic filers that do not currently own and use Adobe Acrobat, the use of PDF as a single electronic file format will make SEDAR filings more accessible to filers, securities regulatory authorities and members of the public and will allow documents to be retrieved, viewed and printed more efficiently. In the view of CSA, the benefits outweigh any costs imposed.
Comments
Interested parties are invited to make written submissions with respect to the proposed amendments. Submissions received by May 28, 1999 will be considered.
Submissions should be sent to all of the Canadian securities regulatory authorities listed below in care of the Ontario Securities Commission, in duplicate, as indicated below:
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
The Manitoba Securities Commission
Ontario Securities Commission
Office of the Administrator, New Brunswick
Registrar of Securities, Prince Edward Island
Nova Scotia Securities Commission
Department of Government Services and Lands, Newfoundland and Labrador
Registrar of Securities, Government of the Northwest Territories
Registrar of Securities, Government of the Yukon Territoryc/o Daniel P. Iggers, Secretary
Ontario Securities Commission
20 Queen Street West
Suite 800, Box 55
Toronto, Ontario M5H 3S8
Submissions should also be addressed to the Commission des valeurs mobilières du Québec as follows
Claude St. Pierre, Secretary
Commission des valeurs mobilières du Québec
800 Victoria Square
Stock Exchange Tower
P.O. Box 246, 22nd Floor
Montréal, Québec H4Z 1G3
A diskette containing the submissions (in DOS or Windows format, preferably WordPerfect) should also be submitted. As securities legislation in certain provinces requires that a summary of the written comments received during the comment period be published, confidentiality of submissions received cannot be maintained.
Questions may be referred to any of the following:
Jennifer Yolland
British Columbia Securities Commission
(604) 899-6717
Wade D. Nesmith
Nesmith & Associates
Barristers and Solicitors
(604) 893-8900
Kenneth Parker
Alberta Securities Commission
(403) 297-3251
Karen Eby
Ontario Securities Commission
(416) 593-8242
Mark DesLauriers
Osler, Hoskin & Harcourt
Barristers and Solicitors
(416) 862-6709
Richard Proulx
Commission des valeurs mobilières du Québec
(514) 940-2199 ext. 4395
DATED at Vancouver, British Columbia, on February 25, 1999
Douglas M. Hyndman
Chair
SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS
AND RETRIEVAL (SEDAR)
PART 1 AMENDMENTS
1.1 Amendments - National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) is amended by
(a) deleting the following definitions from section 1.1:
"equity security"1;
1 The definition of the term "equity security" is expected to be added to National Instrument 14-101 Definitions (the "Definitions Instrument") as part of a series of proposed amendments to the Definitions Instrument. If the amendments contained herein come into force prior to the proposed amendments to the Definitions Instrument, a section will be added to these Amendments making the deletion of the term "equity security" conditional on the corresponding amendment to the Definitions Instrument coming into force.
"foreign jurisdiction";
"jurisdiction";
"local jurisdiction";
"person or company";
"phase-in date";
"regulator";
"securities directions";
"securities legislation"; and
"securities regulatory authority";
(b) deleting subsections 1.2(5) and (6);
(c) adding to subsection 2.2(1) the following paragraph after paragraph 5:
"6. A document that is required by securities legislation or securities directions other than this Instrument to be filed in electronic format.";
(d) adding to section 2.2 the following subsection:
"(3) Despite paragraph 3 of subsection (1), the appendices or other supplemental materials forming part of a mining report filed as a supporting document may be filed in paper format."
(e) deleting paragraph 1 of subsection 2.3(1) and replacing it with the following:
"1. A document that is required or permitted to be filed on a confidential basis under securities legislation or securities directions unless the securities legislation or securities directions require the confidential filing to be made in electronic format.";
(f) deleting section 4.1 and replacing it with the following:
"4.1 SEDAR Filer Manual
(1) The most recent version of the SEDAR Filer Manual: Standards, Procedures and Guidelines for Electronic Filing with the Canadian Securities Administrators, as approved by the regulator or the securities regulatory authority, is incorporated by reference in this Instrument.
(2) An electronic filing shall be prepared and transmitted in accordance with the standards, procedures and guidelines set forth in the SEDAR Filer Manual.";
(g) deleting subsection 4.3(5);
(h) deleting Part 6 and replacing it with the following:
"Part 6 - Joint Filings
6.1 Joint Filings - An electronic filer shall file in electronic format in accordance with this Instrument a document that is to be filed jointly by an electronic filer and another person or company that is not an electronic filer.";
(i) deleting the following appendices:
Appendix B;
Appendix C;
Appendix D;
Appendix E; and
Appendix F;
(j) deleting the following from part I B. of Appendix A:
"8. Management Proxy
Circular/Information Circular
9. Change of Auditor Filings
10. Change in Year End Filings";
(k) adding the following to part I B. of Appendix A:
"8. Annual Filing of a Reporting Issuer BC, Alta,
(Form 28-British Columbia, Alberta, Sask, Ont
Ontario, Nova Scotia and and NS
Form 26-Saskatchewan)9. Notice of Securityholders’ Meetingand Record Date
10. Management Proxy Circular/Information Circular
11. Change of Auditor Filings
12. Change in Year End Filings
13. Labour Sponsored Investment Fund Corporation Ont";
Quarterly and Annual Share Valuation Reports
(l) adding the following to part II A. of Appendix A:
"(d) Alberta Filings:
1. Preliminary Prospectus (Local Filing) Alta
2. Final Prospectus (Local Filing) Alta
3. Preliminary Exchange Offering Alta
Prospectus (Local Filing)
4. Final Exchange Offering Alta";
Prospectus (Local Filing
(m) deleting the following from part II B.(a) of Appendix A:
"13. Film Producer’s Compliance Report
14. Future Oriented Financial Information Filings
15. Change in Year End Filings";
(n) adding the following to part II B.(a) of Appendix A:
"13. Future Oriented Financial Information Filings
14. Changes in Year End Filings
15. Annual Information Form (SHAIF System) BC, Alta
16. Amended Annual Information BC, Alta
Form (SHAIF System)
17. Notice (SHAIF System) BC, Alta";
(o) deleting the following from part II B. of Appendix A:
"(b) Ontario Filings:
1. Labour Sponsored Investment Fund Ont
Corporation Quarterly and Annual
Share Valuation Report
2. Junior Natural Resource Issuer Filings Ont";
(p) adding the following to part II B. of Appendix A:
"(b) Ontario Filings:
1. Junior Natural Resource Issuer Filings Ont".
PART 2 EFFECTIVE DATE
2.1 Effective Date - These Amendments come into force on ______________.