BCN 2001/70 - Adoption of National Instrument 55-102 and Related Documents System for Electronic Disclosure by Insiders (SEDI) [BCN - Rescinded]

The Commission has adopted National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), Forms 55-102F1, 55-102F2, 55-102F3, 55-102F4, 55-102F5 and 55-102F6 and Companion Policy 55-102CP, effective October 29, 2001. The National Instrument establishes a new national electronic system for filing insider reports.  Other members of the Canadian Securities Administrators (CSA) that have insider reporting requirements, have or will adopt the National Instrument and related documents effective October 29, 2001.  To facilitate the transition to electronic filing, certain sections of the National Instrument do not come into force until November 13, 2001.

The text of the National Instrument, the Forms and consequential amendments to the Securities Rules (B.C. Reg. 230/2001), related amendments to the Securities Act (B.C. Reg. 207/2001) and the Companion Policy are attached.

Further information about SEDI can be found at the Commission website, at www.bcsc.bc.ca. 

Background
The CSA published drafts of the National Instrument and related documents for comment on June 16, 2000 (NIN#2000/22).  We published a summary of the comments received and the response of the CSA with our advance notice of the adoption of the National Instrument on July 20, 2001(BCN 2001/55).

Consequential Amendments
We made consequential amendments to the Securities Rules to be consistent with the National Instrument.

We also brought into force an Act and related rule amendment that will reduce the time for filing insider reports in British Columbia from 10 days after the month end to 10 days after the transaction.  This will bring British Columbia’s reporting period into line with the other jurisdictions of Canada.

The Act and rule amendments (the texts of which are attached) are both effective November 13, 2001, the date that insiders must begin filing insider reports in SEDI.

Other Documents Affected
We have revoked BCI 55-501 Filing Insider Reports by Facsimile effective November 13, 2001 because electronic filers will no longer be permitted to file by facsimile and provisions for paper filers to file by facsimile are now contained in the National Instrument.

The CSA has also rescinded CSA Notice 55-301 Filing Insider Reports by Facsimile and Exemption Where Minimal Connection by Jurisdiction, effective November 13, 2001, as the Notice has been substantially superceded by the National Instrument.

Questions
Please refer questions to:

Andrew Richardson
Manager, Financial and Insider Reporting
British Columbia Securities Commission
(604) 899-6730
(800) 373-6393 (in B.C. or Alberta)
arichardson@bcsc.bc.ca, or

Laura Startup
Senior Legal Counsel, Policy and Legislation
British Columbia Securities Commission
(604) 899-6748
(800) 373-6393 (in B.C. or Alberta)
lstartup@bcsc.bc.ca

October 17, 2001

Joyce C. Maykut
Vice Chair

Ref: NIN#2000/22
 BCN 2001/55
 BCI 55-501
 CSA Notice 55-301

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 Securities Rules
Relating to NI 55-102 System for Electronic Disclosure by Insiders (SEDI)

1. Section 137 (1) of the Securities Rules, B.C. Reg. 194/97, is amended by striking out “required form” and substituting “form required under section 87 of the Act”.

2. The following section is added:

Prescribed time periods for filing insider reports

155.1 (1)  For the purpose of section 87 (2) of the Act, the prescribed period is 10 days after becoming an insider.

(2)   For the purpose of section 87 (4) of the Act, the prescribed period is 10 days after the change takes place.

(3)   For the purpose of section 87 (5) of the Act, the prescribed period is 10 days after the date on which the deeming occurs.

3. Section 158 is amended by striking out “and the report contains the same information that is required to be disclosed under section 87 of the Act,” and by striking out “disclosing this information”.

4. Section 159 is repealed and the following substituted:

Filing in other jurisdictions

159  (1) Subject to subsection (2), if the laws of the jurisdiction in which the reporting issuer carries on business or in which the reporting issuer was incorporated, organized or continued require substantially the same reports in that jurisdiction as are required by section 87 of the Act, the filing requirements of section 87 of the Act are satisfied by filing the reports which are required by the laws of the other jurisdiction and which are signed or certified as set out in section 189.

(2) Subsection (1) does not apply to insiders that are required to file insider reports in electronic format under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI)..

5. Section 189 is amended by striking out “regulation” and substituting “regulations”.

6. The following section is added:

Execution and certification of SEDI documents

190. Section 189 does not apply to a filing required to be made in electronic format under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI).”

FINANCE AND CORPORATE RELATIONS
STATUTES AMENDMENT ACT, 1998

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:

26 Section 87 is amended

(a) in subsection (2) by striking out “within 10 days of becoming an insider.” and substituting “within a prescribed period of time after becoming an insider.”,

(b) by repealing subsection (4) and substituting the following:

(4) If, while a person is an insider of a reporting issuer, the person’s direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer changes from that shown or required to be shown in the latest insider report filed by the person, the person must, within the prescribed period after the change takes place, file an insider report in the required form disclosing

(a) the person’s direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer, and

(b) the change in the person’s direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer, and

(c) in subsection (5) by striking out “within 10 days after the date on which that deeming occurs.” and substituting “within a prescribed period of time after the date on which that deeming occurs.”.