BCN 2001/09 - Publication for Comment of Consequential Amendments to Securities Rules Relating to Proposed Multilateral Instrument 45-102 [BCN - Rescinded]

The Commission is publishing for comment proposed consequential amendments to the Securities Rules to make them consistent with proposed Multilateral Instrument 45-102 Resale of Securities ("MI 45-102"), Companion Policy 45-102CP (the "Policy") and Forms 45-102F1, 45-102F2 and 45-102F3 (the "Forms").

MI 45-102, the Policy and the Forms are an initiative of the members of the Canadian Securities Administrators, other than Québec, and were published for comment on September 8, 2000 under cover of NIN#2000/39.  The purpose of MI 45-102 is to harmonize provincial and territorial resale restrictions that apply to the resale of securities initially acquired under exemptions from the prospectus requirement.  MI 45-102 also harmonizes the regulation of distributions of securities from a control block and provides a prospectus exemption to permit the resale of securities of a non-reporting issuer over a foreign exchange or market. 

The consequential amendments would repeal sections 128(d), 132, 140, 141, 142 and 143 of the Securities Rules, which MI 45-102 would replace.  Amendments are proposed to section 75(1), to include in the definition of "initial distribution" the deemed distributions set out in MI 45-102, and to sections 78(3) and 136, to address control distributions as contemplated by MI 45-102.  The text of the consequential amendments is attached as a schedule to this notice.  The consequential amendments would come into force at the same time as MI 45-102 comes into effect.  At the same time the Commission would rescind Form 23, which would be replaced by Form 45-102F3.

Interested parties are invited to make written submissions with respect to the proposed consequential amendments.  Submissions received by April 19, 2001 will be considered.

Submissions should be sent, in duplicate, to:

Leigh-Anne Mercier
Legal Counsel, Exemptions and Orders
British Columbia Securities Commission
(604) 899-6643 or
(800) 373-6393 (in B.C.)
lmercier@bcsc.bc.ca

DATED at Vancouver, British Columbia, on February 15, 2001.

Douglas M. Hyndman
Chair

Ref:   Proposed MI 45-102, 45-102CP, 45-102F1, 45-102F2 and 45-102F3
         NIN#2000/39
         Securities Rules, sections 1(1), 75(1), 78(3), 128(d), 132, 136, 140, 141, 142 and 143
         Form 23

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.

Schedule

Consequential Amendments to the Securities Rules
Relating to MI 45-102 Resale of Securities

The Securities Rules made pursuant to B.C. Reg. 194/97, as amended by B.C. Reg. 18/98, are amended as follows:

1. Section 1(1) is amended by adding the following definition:

"MI 45-102" means Multilateral Instrument 45-102 Resale of Securities; 

2. Section 75(1) is amended by repealing subsection (c) of "initial distribution" and substituting the following:

(c) a deemed distribution within the meaning of MI 45-102, or

3. Section 78(3) is amended by repealing subsection (b) and substituting the following:

(b) an initial distribution exempted from section 61 of the Act under section 2.9 of MI 45-102.

4. Section 128(d) is repealed.

5. Section 132 is repealed.

6. Section 136 is repealed and the following substituted:

The exemptions under section 74(2)(1), (3), (4), (6) or (16)(ii) of the Act do not apply to a control person of a reporting issuer unless the control person files a notice in the form and within the time periods set out in section 2.9 of MI 45-102.

7. Sections 140 to 143 are repealed.