Securities Law

BCN 2004/17 - Adoption of BC Instrument 45-522 Exemption from Requirement to file Reports of Exempt Distribution [BCN - Rescinded]

Published Date: 2004-04-22
Effective Date: 2004-04-21

Effective April 23, 2004, the Commission has made BC Instrument 45-522 Exemption from Requirement to file Reports of Exempt Distribution.

Substance and purpose of the Instrument
Under section 139 of the Securities Rules, issuers are required to file a report of exempt distribution (Form 45-103F4) when relying on certain exemptions from the prospectus requirement.  The Commission uses the information contained in these reports to monitor the exempt market. 

The Commission has decided that the information provided in these reports is already available through other sources, such as insider reports and other filings made by reporting issuers.  For this reason, BCI 45-522 provides an exemption from the requirement in section 139 of the Rules to file a report when relying on the following exemptions from the prospectus requirement:

  • s. 74 (2) (8) of the Act - trades made in connection with an amalgamation, merger, reorganization or arrangement
  • s. 74 (2) (9) - trades made to employees, senior officers or directors of an issuer or an affiliate of the issuer
  • s. 74 (2) (10) - trades made under a dividend reinvestment plan
  • s. 74 (2) (11) (i) - trades made as a stock dividend or other distribution out of earnings or surplus
  • s. 74 (2) (14) - trades made to facilitate an issuer’s incorporation or organization
  • ss. 74 (2) (24), (25) and (26) - trades made in connection with a take over bid
  • s. 128 (g) of the Rules - trades made to an employee of the issuer’s management company

BCI 45-522 also varies the filing deadline for mutual fund issuers distributing securities under section 74 (2) (19) of the Act to 30 days after the issuer’s financial year end for the year in which the distribution took place.

You may refer questions to:

Leslie Rose
Senior Legal Counsel
British Columbia Securities Commission
(604) 899-6654
(800) 373-6393 (in B.C. and Alberta)

April 21, 2004


Douglas M. Hyndman

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