BCN 2004/07 - Publication for Comment of Proposed Amendments to National Instrument 44-101 Short Form Prospectus Distributions [BCN - Rescinded]

Concurrently Published:

• 44-101 - Short Form Prospectus Distributions [NI Amendment - Lapsed]

In the attached CSA notice, the Canadian Securities Administrators are publishing proposed amendments to National Instrument 44-101 Short Form Prospectus Distributions and its Companion Policy 44-101CP for comment. The amendments will make NI 44-101 consistent with National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107), which is expected to be effective March 30, 2004.

The CSA Notice describes where your comments and questions relating to the proposed amendments can be directed. All comments received by April 29, 2004 will be considered.

January 30, 2004

Douglas M. Hyndman
Chair

Ref: National Instrument 44-101 Short Form Prospectus Distributions
Companion Policy 44-101CP Short Form Prospectus Distributions
National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency

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be found at the B.C. Securities Commission public website at www.bcsc.bc.ca in the Commission Documents database or the Historical Documents database.

Request for Comment
Proposed Amendments to National Instrument 44-101 Short Form Prospectus Distributions, and Form 44-101F3 Short Form Prospectus
and Companion Policy 44-101CP

Introduction
We (the members of the Canadian Securities Administrators (CSA)) are publishing for comment proposed amendments to National Instrument 44-101 Short Form Prospectus Distributions (the Instrument).  We are also publishing for comment amendments to related forms and amendments to the companion policy.

Additional information on the proposed amendments to the Instrument, required for publication in Ontario, can be found in the form of notice published in the OSC Bulletin or on its Website at www.osc.gov.on.ca.

Substance, Purpose and Background
Subject to ministerial approval, on March 30, 2004, National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107) will be effective.  NI 52-107 allows in certain circumstances financial statements to be prepared using foreign generally accepted accounting principles and financial statements to be audited using foreign generally accepted auditing standards.  The Instrument requires all financial statements to be prepared using Canadian generally accepted accounting principles and financial statements to be audited using Canadian generally accepted auditing standards.  As a result, we are proposing amendments to the Instrument to make it consistent with NI 52-107.

Summary of the Proposed Amendments to the Instrument
The proposed amendments will

• update the definitions in the Instrument, delete references to matters that will be dealt with in NI 52-107, and
• basically repeal Part 7 of the Instrument dealing with accounting principles, auditing standards, auditors’ reports and other financial statement matters, and replace this part with a reference to NI 52-107.

Alternatives Considered
No other alternatives were considered.

Unpublished Materials
No unpublished study, report, or other written materials were relied on in proposing the amendments to this Instrument.

Anticipated Costs and Benefits
The purpose of the proposed amendments is to eliminate inconsistencies with existing rules and increases the number of acceptable accounting principles and auditing standards.  Consequently, the proposed amendments to the Instrument reduce the cost of compliance for issuers and registrants.

Request for Comments
We welcome your comments on the proposed  amendments to the Instrument and the Policy.

Please submit your comments in writing on or before April 29, 2004.  If you are not sending your comments by email, a diskette containing the submissions (in Windows format, Word) should also be forwarded. 

Address your submission to all of the CSA member commissions, as follows:
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
Ontario Securities Commission
Office of the Administrator, New Brunswick
Registrar of Securities, Prince Edward Island
Nova Scotia Securities Commission
Newfoundland and Labrador Securities Commission
Registrar of Securities, Northwest Territories
Registrar of Securities, Yukon Territory
Registrar of Securities, Nunavut

Deliver your comments only to the addressed that follow. Your comments will be forwarded to the remaining CSA member jurisdictions.

John Stevenson
Secretary to the Commission
Ontario Securities Commission
20 Queen Street West
19th Floor, Box 55
Toronto, Ontario  M5H 3S8
Fax: (416) 593-2318
e-mail: jstevenson@osc.gov.on.ca

Denise Brosseau, Secretary
Commission des valeurs mobilières du Québec
Stock Exchange Tower
800 Victoria Square
P.O. Box 246, 22nd Floor
Montreal, Québec  H4Z 1G3
Fax: (514) 864-6381
e-mail: consultation-en-cours@cvmq.com

We cannot keep submissions confidential because securities legislation in certain provinces requires publication of a summary of the written comments received during the comment period.

Questions
Please refer your questions to any of:

Carla-Marie Hait
Chief Accountant, Corporate Finance
British Columbia Securities Commission
(604) 899-6726 or (800) 373-6393 (if calling from B.C. or Alberta)
chait@bcsc.bc.ca

Michael Moretto
Associate Chief Accountant, Corporate Finance
British Columbia Securities Commission
(604) 899-6767 or (800) 373-6393 (if calling from B.C. or Alberta)
mmoretto@bcsc.bc.ca

Fred Snell
Chief Accountant
Alberta Securities Commission
(403) 297-6553
fred.snell@seccom.ab.ca

Mavis Legg
Manager, Securities Analysis
Alberta Securities Commission
(403) 297-2663
mavis.legg@seccom.ab.ca 

Charlotte Howdle
Securities Analyst
Alberta Securities Commission
(403) 297-2990
charlotte.howdle@seccom.ab.ca

Bob Bouchard
Director, Corporate Finance
Manitoba Securities Commission
(204) 945-2555
bbouchard@gov.mb.ca

Bill Slattery
Deputy Director, Corporate Finance and Administration
Nova Scotia Securities Commission
(902) 424-7355
slattejw@gov.ns.ca

Laura Moschitto
Chief Accountant’s Office
Ontario Securities Commission
(416) 593-8217
lmoschitto@osc.gov.on.ca

Rosetta Gagliardi
Conseillère en réglementation
Commission des valeurs mobilières du Québec
(514) 940-2199 ext. 4554
rosetta.gagliardi@cvmq.com

Sylvie Anctil-Bavas, Analyste
Service de l'expertise comptable
Commission des valeurs mobilières du Québec
(514) 940-2199 ext. 4556
sylvie.anctil-bavas@cvmq.com

Eric Boutin
Analyste
Commission des valeurs mobilières du Québec
(514) 940-2199 ext. 4338
eric.boutin@cvmq.com

Ian McIntosh
Deputy Director, Corporate Finance
Saskatchewan Financial Services Commission - Securities Division
(306) 787-5867
imcintosh@sfsc.gov.sk.ca

The text of the proposed amendments to the Instrument follows or can be found elsewhere on a CSA member website.

January 30, 2004