BCN 2003/47 - Adoption of revised Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors, and Consultants and Revocation of current Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors, and Consultants [BCN - Rescinded]

The British Columbia Securities Commission is implementing amended Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors, and Consultants effective November 18, 2003. MI 45-105 will replace the current version of the instrument that came into force in every jurisdiction in Canada, other than Québec, on August 15, 2003 (the current instrument). MI 45-105 has been amended to address certain technical limitations in the current instrument. 

In particular, as a result of the amendments, MI 45-105 will now provide exemptions from

• the dealer registration requirement and the prospectus requirement for a trade of an issuer’s security to an employee, senior officer, director, or consultant by a trustee, custodian or administrator (a plan administrator) acting on behalf of that employee, senior officer, director, or consultant, if the plan administrator acquired the security on the secondary market;
• the dealer registration requirement and the prospectus requirement for crosstrades by plan administrators;  A “cross-trade” occurs when a plan administrator receives an order to buy securities from one participant and an order to sell securities from another participant. Instead of purchasing securities for the first participant on the secondary market, then selling securities for the second participant on the secondary market, the plan administrator can simply “cross” the trades, and provide the first participant with the securities supplied by the second participant.
• the dealer registration requirement for the first trade of an underlying security by a former employee, senior officer, director, or consultant where the convertible security was exercised after the party ceased to be an employee, senior officer, director, or consultant; and
• the dealer registration requirement and the prospectus requirement for a trade of a security of a non-reporting issuer by a permitted assign of a current or former employee, senior officer, director, or consultant of the issuer to an employee, senior officer, director, or consultant of the issuer or their permitted assigns.

Questions
You may refer questions to:

Rosann L. Youck
Senior Legal Counsel
Legal and Market Initiatives
British Columbia Securities Commission
(604) 899-6656
(800) 373-6393 (in B.C. and Alberta)
ryouck@bcsc.bc.ca

November 17, 2003

Douglas M. Hyndman
Chair

Ref:  Multilateral Instrument 45-105

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.