BCN 2003/24 - Disclosure About Exempt Distributions on BCSC Website [BCN - Lapsed]
Until recently, our website provided access to all reports of exempt distribution (Form 45-902F, formerly Form 20) filed by issuers since January 1, 1999. We have decided to remove access to this information because the forms sometimes contain information about purchasers that has been used inappropriately. All other information about exempt distributions is still available on our website.
When an issuer distributes securities under an exemption, the issuer must file a report of exempt distribution (Form 45-902F, formerly Form 20). We use these reports to monitor exempt market activity. The issuer is required to list all purchasers of securities and provide the purchasers’ postal address, telephone number and e-mail address.
Purchasers whose names and contact information were disclosed have complained about the loss of privacy and about receiving unwelcome solicitations about investments. We have decided that the need to protect the privacy of purchasers outweighs the need for this information to be publicly available.
This decision is reflected in recent changes we have made to the form of report of exempt distribution. Last year, we reorganized the form of the report to put purchasers’ contact information on a separate schedule instead of in the body of the report. Last fall, we asked for comment on a new form of report in connection with amended MI 45-103 Capital Raising Exemptions. The new report (MI 45-103F4) would be uniform amongst the jurisdictions adopting the capital raising exemptions. We asked for comment on whether information regarding certain purchasers, such as the issuer’s directors, officers and other insiders, should be available to the public on our website. Based on the comments we received, we replaced Form 45-902F with MI 45-103F4 when amended MI 45-103 was adopted. The new form of report still requires issuers to give us the names and contact information of purchasers but this information is on a separate schedule and will not be publicly disclosed.
In keeping with this decision, we have also removed from our website access to previously filed reports of exempt distribution, whether on Form 45-902F or Form 20.
Our decision to remove access to this information does not affect any obligations or responsibilities under the existing continuous disclosure regime. Issuers and insiders remain obligated to report material changes and trades by insiders on a timely basis. Issuers are still required to file reports of exempt distribution within specified times. All information required in a report of exempt distribution, other than the names and contact information of purchasers, is available on our website or on request. For each reported exempt distribution, the public may view the following information on our website:
- Name of the issuer that made the distribution
- Date of the exempt distribution
- Type of security distributed
- Number of securities distributed; and
- Total purchase price of the distribution.
If you want to view purchaser information contained in a report of exempt distribution, you must make a request for it under, and satisfy the requirements of, the Freedom of Information and Protection of Privacy Act. You can make a request by describing what you want in writing and sending it to:
British Columbia Securities Commission
701 West Georgia Street
P.O. Box 10142, Pacific Centre
Vancouver, BC, V7Y 1L2
Attention: Brian Feeney, Manager, Administration Services.
Fax (604) 899-6506
Download the FOI Request for Access to Records Form
Questions may be referred to:
British Columbia Securities Commission
or 800-373-6393 (in B.C. and Alberta)
June 23, 2003
Douglas M. Hyndman
Ref: Section 169(4) of the Securities Act
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.