NIN 99/54 - Adoption of Interim Local Policy 41-601 (BC) Prospectus Filing Requirements and Rescission of Local Policy Statement 3-02 [NIN - Rescinded]

The Commission has adopted Interim Local Policy 41-601 (BC) Prospectus Filing Requirements ("LP 41-601") and has rescinded Local Policy Statement 3-02 Prospectus Filing Requirements ("LPS 3-02") effective January 1, 2000.

LP 41-601 sets out the filing requirements in connection with the filing of a long form prospectus, provides guidance on a number of matters related to the prospectus filing and sets out procedures and filing requirements made under the Commission’s operating agreement with the Canadian Venture Exchange.

Background

LPS 3-02 was applicable to a filing of a prospectus only in British Columbia or a filing under National Policy 1 Clearance of National Issues where the issuer was a "junior issuer" as defined under Local Policy Statement 3-03 Requirements re Filing of Preliminary Prospectuses and Prospectuses (National Issues) or an issuer listed or planning to seek a listing on the Vancouver Stock Exchange.

The Commission, together with other members of the Canadian Securities Administrators ("CSA"), has adopted National Policy 43-201 Mutual Reliance Review System for Prospectuses and Annual Information Forms ("NP 43-201") effective January 1, 2000.¹

¹ NIN#99/42

Appendix A to NP 43-201 sets out the list of documents that are required to be filed under each category of filing.

LP 41-601 updates the prospectus filing requirements to conform to NP 43-201, and simplifies the prospectus filing requirements contained in LPS 3-02.

Summary of Significant Changes

The following is a brief summary of the significant changes to LPS 3-02 that have been incorporated into LP 41-601:

• Fifteen filing requirements contained in LPS 3-02 have been eliminated. These requirements have been eliminated in order to harmonize the Commission’s requirements with other CSA members. In addition, many of the requirements were more appropriately addressed during the prospectus due diligence process.
  
• The requirement for a junior issuer to include in its preliminary prospectus audited financial statements dated within 120 days of the date of the preliminary receipt has been eliminated in order to harmonize the Commission’s requirements with other CSA members. The Executive Director still has the discretion under section 64 of the Act to require updated audited financial statements where the Executive Director considers it in the public interest to do so.
  
• Section 64(1) of the Act gives the Executive Director the discretion to impose additional filing requirements and conditions if the Executive Director considers that it is in the public interest to do so. LP 41-601 contains guidance on when the Executive Director may exercise this discretion in connection with a lack of an exchange listing, lack of underwriter and separate individuals not holding the positions of the chief executive officer and chief financial officer.
  
• The most recently published version of National Instrument 44-101 Short Form Prospectus Distributions ("NI 44-101")²

² See NIN#99/49

as well as the Ontario Securities Commission’s local rule 41-501 General Prospectus Requirements (OSC Rule 41-501)³

³ Published in the OSC Bulletin of December 17, 1999. OSC Rule 41-501 can be found at the OSC’s website at www.osc.gov.on.ca

contain a number of financial statement requirements that are different from the requirements of the Act and Securities Rules. LP 41-601 contains revised requirements for updated financial statements and financial statements for significant business acquisitions and guidance about when the Executive Director will generally waive the financial statement requirements in order to harmonize the Commission’s requirements with NI 44-101 and OSC Rule 41-501.

Questions may be referred to

Marcine Renner
Manager, Corporate Finance
British Columbia Securities Commission
(604) 899-6711 or
(800) 373-6393 (in BC only)
mrenner@bcsc.bc.ca

Request for Comments

The Commission’s general practice has been to publish, for comment, a revised local policy in draft form before adopting the policy. However, given that LP 41-601 has been adopted to harmonize with NP 43-201, to streamline the filing process by removing unnecessary filing documentation and to serve as the Commission’s filing policy until a national rule is adopted based on OSC Rule 41-501, likely within the next couple of years, the Commission is adopting LP 41-601 effective January 1, 2000 and concurrently requesting comment on it. Interested persons are encouraged to direct written comment by March 1, 2000 to

Brenda J. Benham
Director, Policy and Legislation
British Columbia Securities Commission
200 - 865 Hornby Street
Vancouver, British Columbia
V6Z 2H4
bbenham@bcsc.bc.ca

Comment letters submitted in response to Requests for Comment are placed in the public file and form part of the public record, unless confidentiality is requested. Although comment letters requesting confidentiality will not be placed in the public file, freedom of information legislation may require the Commission to make comment letters available. Persons submitting comment letters should therefore be aware that the press and members of the public may be able to obtain access to any comment letter.

DATED at Vancouver, British Columbia, on December 21, 1999.

Douglas M. Hyndman
Chair

Ref: LPS 3-02
LPS 3-03
NP 1
NP 43-201
NI 44-101
OSC Rule 41-501
NIN#99/42
NIN#99/49

This NIN refers to other documents. These documents can be found at the B.C. Securities Commission public website atwww.bcsc.bc.cain the Policy Documents Database.