BCN 2000/56 - Harmonization of Long Form Prospectus Requirements [BCN - Rescinded]
Effective December 31, 2000, the Commission is harmonizing long form prospectus requirements under British Columbia securities legislation with the requirements of Ontario Securities Commission Rule 41-501 General Prospectus Requirements until a national instrument, based on the OSC Prospectus Rule, is implemented.
The Commission published a notice on October 12, 20001
advising that the OSC had adopted Rule 41-501, related forms and policy that set out requirements for long form prospectus filings. The OSC Prospectus Rule will come into force on December 31, 2000. It is in the OSC Weekly Bulletin dated October 12, 2000 and appears on the OSC website at www.osc.gov.on.ca.
The harmonization is effected by three instruments. Also, the Executive Director is specifying a new prospectus form and the Commission is adopting a new policy on prospectus filing requirements.
BC Instrument 41-501 Variation of Prospectus Disclosure Requirements for Issuers Using OSC Prospectus Rule
BC Instrument 41-501 provides relief from certain disclosure requirements in Part 9 of the Securities Rules where an issuer complies with the comparable provisions in the OSC Prospectus Rule or obtains a waiver from the OSC or the principal regulator under National Policy 43-201 Mutual Reliance Review System for Prospectuses and Annual Information Forms.
An issuer may choose, on an individual basis, whether to comply with a particular Part 9 requirement or the comparable requirement in the OSC Prospectus Rule. An issuer also has this option with respect to any information or takeover bid circular or other document that contains information required under a prospectus form.
BC Instrument 41-502 Waiver - Firm Commitment Underwriting for Issuers Using OSC Prospectus Rule
BC Instrument 41-501 extends the deadline, in section 120(3)(d) of the Securities Rules, for taking up securities underwritten on a firm commitment basis from 10 days to 42 days to conform with Ontario requirements.
BC Instrument 52-501 Consent - Use of Foreign GAAP in Continuous Disclosure Filings by Issuers Using OSC Prospectus Rule
BC Instrument 52-501 says that certain foreign issuers that comply with the OSC Prospectus Rule do not need to obtain the Executive Director’s consent before filing financial statements prepared in accordance with foreign GAAP, or accompanied by a foreign auditor’s report prepared in accordance with foreign GAAS. Sections 2(2), (3) and (4) of the Securities Rules continue to apply to the continuous disclosure filings of foreign issuers.
New Prospectus Form and Policy
Effective December 31, 2000, the Executive Director specifies the new prospectus form attached to this Notice. BC Form 41-601F Information Required in a Prospectus replaces Forms 12, 12A, 12B, 13, 14, 14A and 14B.
Also effective December 31, 2000, the Commission adopts BC Policy 41-601 Prospectus Filing Requirements. This policy contains guidelines for all prospectus filings and replaces Interim Local Policy 41-6012.
If a receipt is issued before December 31, 2000 for a preliminary prospectus filed on Form 12, 13 or 14 the issuer may, at its option, file the prospectus on the same Form or on BC Form 41-601F.
For prospectuses not filed in Ontario, the Commission will accept a prospectus on Form 12A, 12B, 14A or 14B if the receipt for the preliminary prospectus is issued on or before June 30, 2001. An issuer qualified to file an exchange offering prospectus on Form 12B or 14B must, as of June 30, 2001, file its prospectus on BC Form 41-601F.
An issuer relying on these transitional provisions should follow Interim Local Policy 41-601.
DATED at Vancouver, British Columbia, on December 13, 2000.
Adrienne Salvail-Lopez Steve Wilson
Commissioner Executive Director
Ref: NIN#99/54 BCI#41-501, 41-502 and 52-501
NIN#2000/42 Securities Rules, sections 2(1) - (4),
OSC Rule 41-501 3(8), 95, 120(3), 120(6) and 182
BC Form 41-601F Securities Rules, Parts 1 and 9
Forms 12, 12A, 12B, 13, BC Policy 41-601
14, 14A and 14B Interim Local Policy 41-601
This Notice may refer to other documents. These documents can be found at the B.C. Securities Commission public website at www.bcsc.bc.ca in the Commission Documents database or the Historical Documents database.