Securities Law

BCN 2003/34 - Filing Reports of Exempt Distribution on BCSC Website [BCN - Rescinded]

Published Date: 2003-08-20
Effective Date: 2003-08-20

On August 16, 2003, our e-services filing system was enhanced to permit issuers to file their reports of exempt distribution (Form 45-103F4, formerly Form 45-902F) electronically. With BCSC e-services for exempt distributions (referred to as BCSC e-services) you can:

  • quickly and accurately prepare and file your report of exempt distribution,
  • attach PDF files of associated documents like an offering memorandum, NI 43-101 technical report, consents and certificates,
  • manage your reports,
  • pay the filing fee, and
  • search and view 45-103F reports filed online or in paper as well as an issuer’s offering memorandum.

Getting started
You must sign up to access BCSC e-services.  If you have previously signed up to file a report of exempt distribution or an application for an exemption order you do not need to sign up again.  To sign up simply click on the “sign me up” button on the BCSC e-services home page and complete the form on the next page.  Once you are signed up you may now log on to the BCSC e-services.

Submitting a report
BCSC e-services allows you to easily complete and submit a report of exempt distribution by completing the following steps:

  1. entering information about the issuer
  2. providing details of the distribution
  3. entering information about commissions and finder’s fees
  4. attaching documents
  5. certifying and submitting the report
  6. paying the filing fee

Managing your reports
BCSC e-services has a number of features to help you manage the process of completing and submitting a distribution report.  With BCSC e-services you may:

  • save a report and return to it later
  • view a report you have created
  • amend a report you have filed
  • give access to the report to another person

The “save a report” or “give access to another person” features are found in the “submit a report of exempt distribution” section.

Filing fees
The BCSC e-services will automatically calculate your filing fee. You can either pay online (using VISA or Mastercard) or send a cheque by mail.

Can I file the BCSC e-services report in another jurisdiction?
The securities regulatory authorities in Alberta, Saskatchewan, Manitoba, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Northwest Territories and Nunavut have adopted Form 45-103F4.  Our system takes the information you provide and creates a completed Form 45-103F4 that you can print and then file in paper with the other jurisdictions that have adopted the form.

Can I still file a report in paper?
The BCSC e-services for exempt distributions is a voluntary filing system designed to make it easier and faster for you to file a report of exempt distribution. You may continue to file your reports in paper.  If you file a report in paper, any amendment you file must also be in paper.  We intend to mandate that reports of exempt distribution be filed electronically by March 31, 2004.

Proposed amendments to the Securities Rules
In BCN 2003/10, the commission proposed amendments to the Securities Rules that will eliminate the requirement to file a report of exempt distribution in connection with certain non-capital raising exemptions, including the amalgamation, merger reorganization and arrangement exemption in section 74(2)(8) of the Securities Act, the dividend reinvestment plan exemption in section 74(2)(10) of the Act and the take over bid exemptions in sections 74(2) (24), (25) and (26) of the Act. 

We understand that reporting the names of the beneficial purchasers under these exemptions can sometimes be very time consuming so it may be more convenient to file an existing document rather than entering the information on our e-services system.  We expect the amendments to be effective by the end of the year.

Request for comment
We invite your comment on our intention to mandate that reports of exempt distribution be filed electronically.  We also seek your comment on the BCSC e-services filing system. Is it an efficient way to prepare and file reports of exempt distribution?  What suggestions do you have to improve the system?  Are there circumstances where an issuer should be exempt from filing its report of exempt distribution electronically?

How to provide your comments
Please provide your comments by December 31, 2003. You can send your submissions to the British Columbia Securities Commission at the following address:

 

Wayne Redwick
Deputy Director Regulatory Projects
British Columbia Securities Commission
PO Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, BC V7Y 1L2
Tel: (604) 899-6877
Fax: (604) 899-6506
E-mail: wredwick@bcsc.bc.ca

Questions
If you need help using the BCSC e-services system for reports of exempt distribution, please contact:

Christine Zenith
Senior Filings Administrator
British Columbia Securities Commission
Tel: (604) 899-6551
Fax: (604) 899-6506
E-mail: czenith@bcsc.bc.ca


August 20, 2003

 


Steve Wilson
Executive Director


This Notice may refer to other documents.  These documents can be found at the BC Securities Commission public website at www.bcsc.bc.ca in the Commission Documents database or the Historical database.